Common use of Local Transfer Agreements Clause in Contracts

Local Transfer Agreements. (a) As soon as practicable after the date of this Agreement and to the extent required by any applicable non-U.S. Law in order to properly effect the Transfer of any Purchased Interests, Transferred Properties or Purchased Commercial Loans, the Parties shall execute any applicable local transfer agreements with respect to -- \\DC - 088650/000238 - 6521921 v16 the applicable non-U.S. Purchased Interests, Transferred Properties or Purchased Commercial Loans in front of an appropriate notary and shall cooperate to take such other actions and file such agreements or other documents as may be necessary or desirable under applicable Law in order to effect the Transfer of all non-U.S. Purchased Interests, Transferred Properties or Purchased Commercial Loans in accordance with the terms and conditions of this Agreement. (b) In addition, the Purchaser Parties and the Seller Parties will use their Commercially Reasonable Efforts to agree to customary transfer documentation to convey title, as required, to the Properties and Purchased Interests, as applicable, in each of the European jurisdictions in which a Transfer pursuant to this Agreement shall take place ("European Transfer Documents"). The Parties acknowledge that in each of the Czech Republic, France, Germany, Italy, Poland, Slovakia and Spain, the Transfer of the Transferred Properties and Purchased Interests is subject to the approval and/or involvement of a notary and in each of Belgium, Bulgaria and Switzerland the Transfer of the Transferred Properties is subject to the approval of a notary, and the Parties agree in each case (i) to include in the European Transfer Documents any provisions required or reasonably requested by such notary or is customary for such Transfer, and (ii) to provide to each such notary the documentation in such Party's possession reasonably required by such notary to effect the relevant Transfer. (c) The Purchaser Parties and the Seller Parties shall use their Commercially Reasonable Efforts to agree to customary transfer documentation to convey title to the Purchased Commercial Loans and all related Commercial Loan-Related Assets in each of the European jurisdictions in which a Transfer of a Purchased Commercial Loan pursuant to this Agreement ("European Loan Transfer Documents"). The European Loan Transfer Documents shall be consistent with the terms and conditions set forth in the applicable Purchased Commercial Loans, any applicable notarial requirements and with applicable Laws, and shall include any documentation required to replace any of the Seller Parties as agent under such Purchased Commercial Loan. Where the term and conditions set forth in the applicable Purchased Commercial Loans allows for different forms or means by which the Transfer may be affected, the Purchaser Parties and the Seller Parties shall reasonably cooperate to determine which form and mean shall apply, consistent with applicable Laws.

Local Transfer Agreements. (a) As soon as practicable after the date of this Agreement and to the extent required by any applicable non-U.S. Law in order to properly effect the Transfer of any Purchased Interests, Transferred Properties or Purchased Commercial Loans, the Parties shall execute any applicable local transfer agreements with respect to -- \\DC - 088650/000238 - 6521921 v16 the applicable non-U.S. Purchased Interests, Transferred Properties or Purchased Commercial Loans in front of an appropriate notary and shall cooperate to take such other actions and file such agreements or other documents as may be necessary or desirable under applicable Law in order to effect the Transfer of all non-U.S. Purchased Interests, Transferred Properties or Purchased Commercial Loans in accordance with the terms and conditions of this Agreement. (b) In addition, the Purchaser Parties and the Seller Parties will use their Commercially Reasonable Efforts to agree to customary transfer documentation to convey title, as required, to the Properties and Purchased Interests, as applicable, in each of the European jurisdictions in which a Transfer pursuant to this Agreement shall take place ("“European Transfer Documents"”). The Parties acknowledge that in each of the Czech Republic, France, Germany, Italy, Poland, Slovakia and Spain, the Transfer of the Transferred Properties and Purchased Interests is subject to the approval and/or involvement of a notary and in each of Belgium, Bulgaria and Switzerland the Transfer of the Transferred Properties is subject to the approval of a notary, and the Parties agree in each case (i) to include in the European Transfer Documents any provisions required or reasonably requested by such notary or is customary for such Transfer, and (ii) to provide to each such notary the documentation in such Party's ’s possession reasonably required by such notary to effect the relevant Transfer. (c) The Purchaser Parties and the Seller Parties shall use their Commercially Reasonable Efforts to agree to customary transfer documentation to convey title to the Purchased Commercial Loans and all related Commercial Loan-Related Assets in each of the European jurisdictions in which a Transfer of a Purchased Commercial Loan pursuant to this Agreement ("“European Loan Transfer Documents"”). The European Loan Transfer Documents shall be consistent with the terms and conditions set forth in the applicable Purchased Commercial Loans, any applicable notarial requirements and with applicable Laws, and shall include any documentation required to replace any of the Seller Parties as agent under such Purchased Commercial Loan. Where the term and conditions set forth in the applicable Purchased Commercial Loans allows for different forms or means by which the Transfer may be affected, the Purchaser Parties and the Seller Parties shall reasonably cooperate to determine which form and mean shall apply, consistent with applicable Laws.