Common use of Business Transfer Documents Clause in Contracts

Business Transfer Documents. To the extent required under applicable Law or as reasonably deemed necessary by either of the Parties, to effect the transactions contemplated hereunder, the Parties shall execute and deliver, or cause their respective Affiliates to execute and deliver, such asset and/or business transfer agreements, bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, novation, transfer and assumption (the “Business Transfer Documents”) as are necessary to effect any transfer of the Transferred Assets or Assumed Liabilities. The Business Transfer Documents shall be in form and substance reasonably agreed to by the Parties and as is usual and customary in the applicable jurisdiction; provided that the Parties agree and acknowledge that the Business Transfer Documents are intended solely to formalize the terms and conditions of this Termination Agreement in order to comply with any applicable Law and shall be, in all respects, consistent with the terms and conditions set forth in this Termination Agreement. In the event of any inconsistency between this Termination Agreement and a Business Transfer Document, this Termination Agreement shall control to the extent it would not be incompatible with applicable Law.

Appears in 1 contract

Samples: Termination Agreement (Palatin Technologies Inc)

AutoNDA by SimpleDocs

Business Transfer Documents. To the extent required under applicable Law or as reasonably deemed necessary by either of the Parties, to effect the transactions contemplated hereunder, the Parties shall execute and deliver, or cause their respective Affiliates to execute and deliver, such asset and/or business transfer agreements, bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, novation, transfer and assumption (the “Business Transfer Documents”) as are necessary to effect any transfer of the Transferred Assets or related Assumed LiabilitiesLiability at the Closing or any assumption of the Assumed Liabilities at the Closing. The Business Transfer Documents shall be in form and substance reasonably agreed to by the Parties and as is usual and customary in the applicable jurisdiction; provided that the Parties agree and acknowledge that the Business Transfer Documents are intended solely to formalize the terms and conditions of this Termination Agreement in order to comply with any applicable Law and shall be, in all respects, consistent with the terms and conditions set forth in this Termination Agreement. In the event of any inconsistency between this Termination Agreement and a Business Transfer Document, this Termination Agreement shall control to the extent it would not be incompatible with applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amag Pharmaceuticals, Inc.)

Business Transfer Documents. To the extent required under applicable Law or as reasonably deemed necessary by either of the Parties, to effect the transactions contemplated hereunder, the Parties shall execute and deliver, or cause their respective Affiliates to execute and deliver, such asset and/or business transfer agreements, bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, novation, transfer and assumption (the “Business Transfer Documents”) as are necessary to effect any transfer of the Transferred APA Assets or related Assumed LiabilitiesLiability at the Closing or any assumption of the Assumed Liabilities at the Closing. The Business Transfer Documents Such documents shall be in form and substance reasonably agreed to by the Parties and as is usual and customary in the applicable jurisdiction; provided that the Parties agree and acknowledge that the Business Transfer Documents such documents are intended solely to formalize the terms and conditions of this Termination Agreement APA in order to comply with any applicable Law and shall be, in all respects, consistent with the terms and conditions set forth in this Termination Agreement. In APA, and, in the event of any inconsistency between this Termination Agreement the APA and a Business Transfer Documentsuch documents, this Termination Agreement the APA shall control to the extent it would not be incompatible with applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quince Therapeutics, Inc.)

AutoNDA by SimpleDocs

Business Transfer Documents. To the extent required under applicable Law or as reasonably deemed necessary by either of the Parties, to effect the transactions contemplated hereunder, the Parties shall execute and deliver, or cause their respective Affiliates to execute and deliver, such asset and/or business transfer agreements, bills of sale, deeds, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, novation, transfer and assumption (the “Business Transfer Documents”) as are necessary to effect any transfer of the Transferred Assets or related Assumed LiabilitiesLiability or any assumption of the Assumed Liabilities at the Closing. The Business Transfer Documents shall be in form and substance reasonably agreed to by the Parties and as is usual and customary in the applicable jurisdiction; provided provided, that the Parties agree and acknowledge that the Business Transfer Documents are intended solely to formalize the terms and conditions of this Termination Agreement in order to comply with any applicable Law and shall be, in all respects, consistent with the terms and conditions set forth in this Termination AgreementAgreement and not provide for any additional obligations or restrictions on the Parties. In the event of any inconsistency between this Termination Agreement and a Business Transfer Document, this Termination Agreement shall control to the extent it would not be incompatible with applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Avadel Pharmaceuticals PLC)

Time is Money Join Law Insider Premium to draft better contracts faster.