Common use of Local Transfer Agreements Clause in Contracts

Local Transfer Agreements. In furtherance of the purchase and sale of the Purchased Assets pursuant to Section 2.1 and the assumption of the Assumed Liabilities pursuant to Section 2.2, subject to the conditions in this Agreement, at the applicable Closing the Parties shall and shall cause their respective Affiliates to enter into (i) with respect to the Purchased Assets (other than the Purchased Equity), short form asset transfer agreements in the form attached hereto as Exhibit F (“Asset Transfer Agreement”), except for: (a) the deletion of provisions which are inapplicable to the Purchased Assets or Assumed Liabilities within the applicable jurisdiction; (b) such changes as may be necessary to satisfy the requirements of applicable local Law, including any delayed closing resulting from applicable Law; and (c) such changes as may be reasonably agreed upon in writing by the Parties, and (ii) such other forms and documents reasonably required to effect the transfer 428928/HOUDMS of the Purchased Assets and assumption of the Assumed Liabilities, in each case subject to the conditions of this Agreement and on a country-by-country basis (collectively, the “Transfer Agreements”). The Transfer Agreements are intended to be simple transfer agreements solely to reaffirm representations and warranties as to title and certain other matters and to ensure compliance with applicable local Laws relating to the transfer of the Purchased Assets and Assumed Liabilities or to cause the transfer of the Purchased Assets and Assumed Liabilities under applicable local Law, which cannot be accomplished through this Agreement alone.

Local Transfer Agreements. In furtherance of the purchase and sale of the Purchased Assets pursuant to Section 2.1 and the assumption of the Assumed Liabilities pursuant to Section 2.2, subject to the conditions in this Agreement, at the applicable Closing the Parties shall and shall cause their respective Affiliates to enter into (i) with respect to the Purchased Assets (other than the Purchased Equity), short form asset transfer agreements in the form attached hereto as Exhibit F B (“Asset Transfer Agreement”), except for: (a) the deletion of provisions which are inapplicable to the Purchased Assets or Assumed Liabilities within the applicable jurisdiction; (b) such changes as may be necessary to satisfy the requirements of applicable local Law, including any delayed closing resulting from applicable Law; and (c) such changes as may be reasonably agreed upon in writing by the Parties, and (ii) such other forms and documents reasonably required to effect the transfer 428928/HOUDMS of the Purchased Assets and assumption of the Assumed Liabilities, in each case subject to the conditions of this Agreement and on a country-by-country basis (collectively, the “Transfer Agreements”). The Transfer Agreements are intended to be simple transfer agreements solely to reaffirm representations and warranties as to title and certain other matters and to ensure compliance with applicable local Laws relating to the transfer of the Purchased Assets and Assumed Liabilities or to cause the transfer of the Purchased Assets and Assumed Liabilities under applicable local Law, which cannot be accomplished through this Agreement alone.