Common use of Transfer of Properties Clause in Contracts

Transfer of Properties. 6.1. The Parties shall co-operate with each other in order to transfer all Properties to the Purchaser in accordance with article 2. 6.2. Without prejudice to sub-article 6.1., the transition committee referred to in sub-article 3.2. shall perform its duties diligently so as to facilitate the Pur- chaser to obtain, and the Shareholder shall actively participate and exercise its influence in order for the Purchaser to obtain, any required permit, approval or consent of any public authorities, the licences and permits required in con- nection with the Properties. For this purpose, the Purchaser (or the Purchaser’s lawyer on its behalf) shall prepare all documents necessary for obtaining such approvals or consents, which it shall submit to the Seller (and the Seller’s law- yer) prior to dispatching it. For the avoidance of doubt, the Seller shall not be liable for the Purchaser failing to obtain any permit, approval or consent it may require for either the full operation of the Property or the Business or the trans- fer of the Property or the Business to the Purchaser. 6.3. If (part of) the Property appears to be incapable of being transferred, for any reason, including but not limited to the obtaining of any permit, approval or consent, or if a transfer of (part of) the Property appears to be impracticable, the Parties shall make reasonable efforts to accomplish a result similar to that contemplated in this Agreement. 6.4. The Parties agree that if the transfer of (a part of) the Properties or a lease con- tract is subject to an environmental investigation and possible decontamina- tion, they shall act in accordance with the applicable law and the Seller shall bear the costs of it. 6.5. If the results of such investigation are negative (i.e. no contamination), the transfer of such (part of the) Property or lease contract shall be completed as soon as possible after the relevant soil certificate (“bodemattest/certificat de sol”) is received. 6.6. If the results of such investigation are positive (i.e. existing contamination), the Seller shall forthwith agree with the Purchaser as to a) how such (part of the) premises shall be decontaminated; and b) following decontamination, the (part of the) Property or lease contract shall be transferred as soon as possible in accordance with the applicable law and the terms of this Agreement; 6.7. The Parties agree that in all cases referred to in this article, the overriding prin- ciple shall be to minimise, as much as possible, the aggregate costs of all Parties for any solution, bearing in mind that the Business will be sold and transferred pursuant to this Agreement as a “going concern”.

Transfer of Properties. 6.1. The Parties shall co-operate with each other in order to transfer all Properties to the Purchaser in accordance with article 2. 6.2. Without prejudice to sub-article 6.1., the transition committee referred to in sub-article 3.2. shall perform its duties diligently so as to facilitate the Pur- chaser Purchaser to obtain, and the Shareholder shall actively participate and exercise its influence in order for the Purchaser to obtain, any required permit, approval or consent of any public authorities, the licences and permits required in con- nection connection with the Properties. For this purpose, the Purchaser (or the Purchaser’s lawyer on its behalf) shall prepare all documents necessary for obtaining such approvals or consents, which it shall submit to the Seller (and the Seller’s law- yerlawyer) prior to dispatching it. For the avoidance of doubt, the Seller shall not be liable for the Purchaser failing to obtain any permit, approval or consent it may require for either the full operation of the Property or the Business or the trans- fer transfer of the Property or the Business to the Purchaser. 6.3. If (part of) the Property appears to be incapable of being transferred, for any reason, including but not limited to the obtaining of any permit, approval or consent, or if a transfer of (part of) the Property appears to be impracticable, the Parties shall make reasonable efforts to accomplish a result similar to that contemplated in this Agreement. 6.4. The Parties agree that if the transfer of (a part of) the Properties or a lease con- tract contract is subject to an environmental investigation and possible decontamina- tiondecontamination, they shall act in accordance with the applicable law and the Seller shall bear the costs of it. 6.5. If the results of such investigation are negative (i.e. no contamination), the transfer of such (part of the) Property or lease contract shall be completed as soon as possible after the relevant soil certificate (“bodemattest/certificat de sol”) is received. 6.6. If the results of such investigation are positive (i.e. existing contamination), the Seller shall forthwith agree with the Purchaser as to a) how such (part of the) premises shall be decontaminated; and b) following decontamination, the (part of the) Property or lease contract shall be transferred as soon as possible in accordance with the applicable law and the terms of this Agreement; 6.7. The Parties agree that in all cases referred to in this article, the overriding prin- ciple principle shall be to minimise, as much as possible, the aggregate costs of all Parties for any solution, bearing in mind that the Business will be sold and transferred pursuant to this Agreement as a “going concern”.