Avago Technologies Finance Pte. Ltd., a limited liability company under the laws of Singapore, with principal place of business at 0 Xxxxxx Xxxxxx 0, 000000 Xxxxxxxxx, Xxxxxxxxx, registered under incorporation number 200512223N; - hereinafter “Guarantor” - - Seller, Purchasers and Guarantor hereinafter individually a “Party” and collectively the “Parties” - § 1 Definitions and Abbreviations 8 § 2 Sale of Assets; Sale and Licensing of Intellectual Property Rights 20 § 3 Sale of Xxxxxxxxx 00 § 0 Xxxxxxxxxxxxx 00 § 0 Transfer of Purchased Assets; Assumption of Purchased Xxxxxxxxx 00 § 0 Xxxxxxxx Xxxxxxxxx 00 § 0 Closing and Xxxxxxxxxx 00 § 0 Representations and Warranties of Seller 40 § 9 Representations and Warranties of Purchasers 49 § 10 Remedies for Breaches of Representations and Warranties 51 § 11 Taxes 55 § 12 Expiration of Claims and Limitation of Liability 56 § 13 Certain Covenants 59 § 14 Post-Closing Undertakings 64 § 15 Confidentiality; Press Release 68 § 16 Miscellaneous 69 Schedule 1.1(a) Business Employees Schedule 1.1(b) Individuals with Knowledge Schedule 1.1(c) Products Schedule 2.1.1 Purchased Fixed Assets Schedule 2.1.3 Purchased Know-How Schedule 3.1 Purchased Contracts Schedule 3.2 Third Party Consents Schedule 4.2 Seller’s Valuation Principles Schedule 4.7.2 Seller’s Account; Purchasers’ Account Schedule 8.1.2 Selling Subsidiaries Schedule 8.7 Status of Purchased Contracts Schedule 8.8 Litigation Schedule 8.9.1 Business Employees with Additional Occupation (Nebentätigkeit) Schedule 8.9.2 Information on Business Employees Schedule 8.9.3 Collective Bargaining Agreements Schedule 8.9.4 Early Retirement Arrangements Schedule 8.9.5 Employee Benefit Plans Schedule 8.9.6 Work Guarantees Schedule 8.9.7 Pension Commitments and Jubilee Commitments Schedule 8.9.11 Calculation of Provisions related to Pension Commitments Schedule 8.10.1 Co-owned Purchased Intellectual Property Schedule 8.10.2 Intellectual Property Rights of Third Parties Schedule 8.10.5 Third Party Licenses Schedule 14.7.1 Prices for Seller’s Continuing Products Exhibit A Form of IT Service Agreement Exhibit B Form of Patent Assignment Agreement Exhibit C Form of Transitional Services Agreement Exhibit D Form of Transitional Supply Agreement Exhibit E Form of Asset Transfer Agreement Exhibit F Form of Assumption Agreement Exhibit G Form of Closing Confirmation
