Local Transfer Documents and Procedures Clause Samples

Local Transfer Documents and Procedures. 2.5.1 On or prior to Closing, the Parties shall execute any documents and comply with any procedures and provide such information (subject to the relevant local law and otherwise) where required to transfer the Shares to WLP and the Transferred Portfolio to WOB on Closing (the "LOCAL TRANSFER DOCUMENTS AND PROCEDURES") 2.5.2 To the extent that the provisions of this Agreement are inconsistent with or additional to the provisions of the Local Transfer Documents and Procedures; (i) the provisions of this Agreement shall prevail; and (ii) the Parties shall procure that the provisions of the relevant Local Transfer Documents and Procedures are adjusted, so far as permissible under the laws of the relevant jurisdiction, to the extent necessary to give effect to the provisions of this Agreement. 2.5.3 No seller shall bring any claim against any Purchaser in respect of or based upon the Local Transfer Documents and Procedures save to the extent necessary to implement any transfer of the Shares or of the Transferred Portfolio in a manner consistent with the terms provided for by the Agreement. To the extent that a Seller does bring a claim to implement such a transfer, the Sellers shall indemnify each Purchaser against all Losses which such Purchaser may suffer through or arising from the bringing of such a claim. 2.5.4 No Purchaser shall bring any claim against any Seller in respect of or based upon the Local Transfer Documents and Procedures save to the extent necessary to implement any transfer of the Shares or of the Transferred Portfolio in a manner consistent with the terms provided for by this Agreement. To the extent that a Purchaser does bring a claim to implement such a transfer, the Purchasers shall indemnify each Seller against all Losses which such Seller may suffer through or arising from the bringing of such a claim.