definiens: means ( a ) with respect to the Purchased Assets and Assumed Liabilities, the Bills ofSale, the Assumption Agreements, the Business Transfer Agreements, the Intellectual Property Transfer Agreements, and suchdeeds, endorsements, assignments, instruments of assumption, affidavits and other instruments of sale, conveyance, transferand assignment for the Asset Sellers, in form and substance reasonably satisfactory to [COMPANY] and [COMPANY], as shall benecessary under Law in order to transfer all right, title and interest of the applicable Asset Sellers in, to and under suchPurchased Assets and Assumed Liabilities in accordance with the terms hereof, and ( b ) with respect to the Shares, suchinstruments of sale, conveyance, transfer and assignment, and such other agreements or documents, if any, in each case inform and substance reasonably satisfactory to [COMPANY] and [COMPANY], as shall be necessary under Law in order to transfer allright, title and interest of the applicable Share Seller in the Shares in accordance with the terms hereof