Local Transfer Documents. 2.5.1 At Closing the Seller and the Relevant Purchasers shall execute such agreements, transfers, conveyances and other documents (subject to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser) to implement the transfer of (i) the Shares and (ii) the VIA Operations (the “Local Transfer Documents” and each, a “Local Transfer Document”).
Local Transfer Documents. 2.5.1 On Closing or at such other time as agreed between the parties, the Seller shall procure that the Business Sellers or the Share Seller execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser to implement the transfer of the Business or the Share on Closing subject to the provisions of Schedule 25 (the “Local Transfer Documents” and each, a “Local Transfer Document”). Title shall be transferred by the applicable Local Transfer Document.
Local Transfer Documents. 2.8.1 On Closing or at such other time as agreed between the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document.
Local Transfer Documents. 2.6.1 On Closing or at such other time as agreed between the parties, the Seller shall procure that the Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between the Seller and the Purchaser to implement the transfer of (i) the Shares and (ii) the Vaccines Group Businesses, in each case on Closing, subject to the provisions of Schedule 25 (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares, title to which shall be transferred by the applicable Local Transfer Document.
Local Transfer Documents. (a) Each of the Company, on the one hand, and Buyer, on the other hand, shall, pursuant to and in accordance with the terms and conditions of this Agreement, enter into, or cause their respective Affiliates to enter into, on the Closing Date, separate bills of sale and assignment and assumption agreements (the “Local Transfer Documents”) documenting the purchase and sale of each portion of the Purchased Assets and the Assumed Liabilities to be conveyed separately to Buyer. Such individual Local Transfer Documents will be used merely to memorialize the transfer of particular assets to, and the assumption of liabilities by, Buyer.
Local Transfer Documents. (a) Seller and its Subsidiaries, on the one hand, and Buyer, on the other hand, shall, pursuant to and in accordance with the terms and conditions of this Agreement, enter into, or cause their respective Subsidiaries to enter into, on the Closing Date, separate bills of sale, assignment and assumption agreements and intellectual property transfer or assignment documents (collectively, the “Local Transfer Documents”) documenting the purchase and sale of each portion of the Purchased Assets and the Assumed Liabilities to be conveyed separately to Buyer. Such individual Local Transfer Documents will be used merely to memorialize the transfer of the Purchased Assets to Buyer and Buyer’s assumption of the Assumed Liabilities.
Local Transfer Documents. The Sellers and the Buyers shall, consistent with the terms and conditions of this Agreement, enter into, or cause their respective Affiliates to enter into, on the Closing Date, separate bills of sale and assignment and assumption agreements (the “Local Transfer Documents”) as are agreed upon by the Sellers and the Buyers documenting the purchase and sale of the Stock and each portion of the Acquired Assets and the Assumed Liabilities to be conveyed separately to the Buyers or one or more of their Affiliates. Such individual Local Transfer Documents shall be used merely to memorialize the transfer of particular assets and liabilities to particular Affiliates of the Buyers. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any Local Transfer Documents, the terms and conditions of this Agreement shall prevail.
Local Transfer Documents. Any transfer declaration, affidavit of property value or other documentation or forms required to comply with any state and/or local transfer tax requirements as to the transactions contemplated by this Agreement and any applicable county and municipal transfer tax forms, including, without limitation, a sump pump certification required by the Lower Swarata Township Municipal Authority with respect to the Property located at 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx (the “Sump Pump Certification”). In addition, Sellers shall cause such inspections and readings to be made (a) in order to satisfy any Illinois municipal requirements applicable to the transfers contemplated in this Agreement, and/or (b) to the extent that they are necessary in order to obtain municipal transfer stamps in connection with the conveyance of Illinois properties.
Local Transfer Documents. Any transfer declaration, affidavit of property value or other documentation or forms required to comply with any state and/or local transfer tax requirements as to the transactions contemplated by this Agreement and any applicable county and municipal transfer tax forms, including, without limitation, the Sump Pump Certification.
Local Transfer Documents. 2.5.1 At Closing and at any applicable Deferred Closing, Seller and Purchaser shall execute or, as the case may be, shall procure the execution by the relevant members of Seller’s Group and the relevant members of Purchaser’s Group of such agreements, deeds, transfers, conveyances and other documents (in accordance with the applicable local Law and otherwise as may be agreed between Seller and Purchaser) to implement the transfer of the Shares, the US Interests, the Businesses and the Business Assets at such Closing or Deferred Closing, said documents to be substantially in the form of the documents forming part of Schedule 9 or in such other form as the Parties may mutually agree prior to such Closing or Deferred Closing (collectively, the “Local Transfer Documents” and Execution version individually, a “Local Transfer Document”).
