Common use of Local Agreements Clause in Contracts

Local Agreements. (a) With respect to any Services that are delivered in a particular country, Provider and Recipient may cause their respective Affiliates located in such country to enter into one or more local services agreements (each a “Local Agreement”), for the purpose of memorializing the implementation of this Agreement in that country, to address Services delivered locally in that country and payments for such Services. All Services shall be provided by Provider or its Affiliates, as applicable, pursuant to this Agreement or an executed Local Agreement. Unless and to the extent an individual Local Agreement expressly provides otherwise, each Local Agreement shall incorporate by reference the terms and conditions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. In the event of any conflict between the terms of this Agreement and any Local Agreement, the provisions of this Agreement shall control. (b) The Review Representatives (and/or their respective designees(s)) shall remain responsible for the administration of this Agreement and the individual Local Agreements on behalf of Provider and Recipient, respectively, and shall be the only Persons authorized to amend, modify, change, waive or discharge any rights and obligations under this Agreement on behalf of Provider and Recipient. No changes to any Local Agreement shall be made without the knowledge of the Review Representatives and the agreement of the local Provider Affiliate and local Recipient Affiliate in a written amendment to the Local Agreement. (c) Recipient shall have the right to enforce this Agreement (including the terms of all Local Agreements) on behalf of each of its Affiliates that has entered into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages (as defined below)) of each such Affiliate, to the same extent as if Recipient were such Affiliate, subject to the limitations of liability applicable under this Agreement. Provider shall have the right to enforce this Agreement (including the terms of all Local Agreements) on behalf of each Provider Affiliate that enters into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each of its Affiliates, to the same extent as if Provider were such Affiliate, subject to the limitations of liability applicable under this Agreement.

Local Agreements. (a) With respect The parties hereto do not intend this Agreement to transfer title to any Services that are delivered Company Common Stock or Transferred Assets in any jurisdiction in which such transfer is required to be made pursuant to a particular country, Provider and Recipient may cause their respective Affiliates located in such country to enter into one or more local services agreements (each a “Local Agreement”), for the purpose of memorializing the implementation of this Agreement in that country, to address Services delivered locally in that country and payments for any such Services. All Services shall be provided by Provider or its AffiliatesCompany Common Stock and Transferred Assets, as applicable, pursuant to this Agreement or an executed shall only be transferred by the applicable Local Agreement. Unless With respect to each Local Agreement, the consideration thereunder for Company Common Stock or Transferred Assets, as applicable, is included in and shall be payable as a part of (and not in addition to) the purchase price hereunder. (b) To the extent that the provisions of a Local Agreement are inconsistent with or (except to the extent an individual Local Agreement expressly provides otherwise, each Local Agreement shall incorporate by reference they implement a transfer in accordance with this Agreement) additional to the terms and conditions provisions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. In the event of any conflict between the terms of this Agreement and any Local Agreement, : (i) the provisions of this Agreement shall control.prevail; and (bii) The Review Representatives (and/or their respective designees(s)) so far as permissible under applicable Law of the relevant jurisdiction, Seller and Buyer shall remain responsible for cause the administration provisions of the relevant Local Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent the foregoing is not permissible, Seller shall indemnify Buyer against all Losses suffered by Buyer or, as the case may be, Buyer shall indemnify Seller against all Losses suffered by Seller or any of its Affiliates, in each case through or arising from any inconsistency between the relevant Local Agreement and the individual Local Agreements on behalf of Provider and Recipient, respectively, and shall be the only Persons authorized to amend, modify, change, waive or discharge any rights and obligations under this Agreement on behalf of Provider and Recipient. No changes to any Local Agreement shall be made without the knowledge of the Review Representatives and the agreement of the local Provider Affiliate and local Recipient Affiliate in a written amendment or such additional provisions (except to the Local extent they implement a transfer in accordance with this Agreement). (c) Recipient Each party hereto shall have not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the right Contemplated Transactions) against any other party hereto or any of its Affiliates in respect of or based upon any of the Local Agreements, except to the extent necessary to enforce this Agreement (including any transfer of Company Common Stock or Transferred Assets or assumption of Assumed Liabilities hereunder in a manner consistent with the terms of all Local Agreementsthis Agreement. All such claims (except as referred to above) on behalf of each of its Affiliates that has entered into a Local Agreement, shall be brought and to assert all rights and exercise and receive the benefits of all remedies (including Damages (as defined below)) of each such Affiliate, to the same extent as if Recipient were such Affiliate, be subject to the provisions, rights and limitations of liability applicable under this Agreement. Provider shall have the right to enforce set out in this Agreement and no party hereto shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Agreements (including the terms of all Local Agreements) on behalf of each Provider Affiliate that enters into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each of its Affiliates, but without prejudice to the same extent as if Provider were such Affiliate, subject to establishment of the limitations existence of liability applicable under this Agreementthe claim hereunder).

Local Agreements. (a) With respect The Parties hereto do not intend this Agreement to transfer title to any Services that are delivered Transferred Interests, JV Interests, or Transferred Assets or assume any Assumed Liabilities in any jurisdiction in which such transfer or assumption is required to be made pursuant to a particular country, Provider and Recipient may cause their respective Affiliates located in such country to enter into one or more local services agreements (each a “Local Agreement”), for the purpose of memorializing the implementation of this Agreement in that countryand any such Transferred Interests, to address Services delivered locally in that country JV Interests, Transferred Assets and payments for such Services. All Services shall be provided by Provider or its AffiliatesAssumed Liabilities, as applicable, pursuant to this Agreement or an executed shall only be transferred by the applicable Local Agreement. Unless and . (b) To the extent that the provisions of a Local Agreement are inconsistent with or (except to the extent an individual Local Agreement expressly provides otherwise, each Local Agreement shall incorporate by reference they implement a transfer in accordance with this Agreement) additional to the terms and conditions provisions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. In the event of any conflict between the terms of this Agreement and any Local Agreement, : (i) the provisions of this Agreement shall control.prevail; and (bii) The Review Representatives (and/or their respective designees(s)) so far as permissible under applicable Law of the relevant jurisdiction, Seller and Buyer shall remain responsible for cause the administration provisions of the relevant Local Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement and the individual Local Agreements on behalf of Provider and Recipient, respectively, and shall be the only Persons authorized to amend, modify, change, waive or discharge any rights and obligations under this Agreement on behalf of Provider and Recipient. No changes to any Local Agreement shall be made without the knowledge of the Review Representatives and the agreement of the local Provider Affiliate and local Recipient Affiliate in a written amendment to the Local Agreement. (c) Recipient Each Party hereto shall have not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the right transactions contemplated hereby) against the other Party hereto or any of its Affiliates in respect of or based upon any of the Local Agreements, except to the extent necessary to enforce this Agreement (including any transfer of Transferred Interests, JV Interests or Transferred Assets or assumption of the Assumed Liabilities in a manner consistent with the terms of all Local Agreementsthis Agreement. All such claims (except as referred to above) on behalf of each of its Affiliates that has entered into a Local Agreement, shall be brought and to assert all rights and exercise and receive the benefits of all remedies (including Damages (as defined below)) of each such Affiliate, to the same extent as if Recipient were such Affiliate, be subject to the provisions, rights and limitations of liability applicable under this Agreement. Provider shall have the right to enforce set out in this Agreement and no Party hereto shall be entitled to recover Losses or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Agreements (including the terms of all Local Agreements) on behalf of each Provider Affiliate that enters into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each of its Affiliates, but without prejudice to the same extent as if Provider were such Affiliate, subject to establishment of the limitations existence of liability applicable under this Agreementthe claim hereunder).

Local Agreements. (ai) With respect The Parties do not intend this Agreement to transfer title to any Services that are delivered Shares or Transferred Assets in any jurisdiction in which such transfer is required to be made pursuant to a particular country, Provider and Recipient may cause their respective Affiliates located in such country to enter into one or more local services agreements (each a “Local Agreement”), for the purpose of memorializing the implementation of this Agreement in that country, to address Services delivered locally in that country and payments for any such Services. All Services shall be provided by Provider or its AffiliatesShares and Transferred Assets, as applicable, pursuant to this Agreement or an executed shall only be transferred by the applicable Local Agreement. Unless and . (j) Notwithstanding the generality of Section 11.09, to the extent an individual that the provisions of a Local Agreement expressly provides otherwise, each Local Agreement shall incorporate by reference are inconsistent with or (except to the terms and conditions extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. In the event of any conflict between the terms of this Agreement and any Local Agreement, : (i) the provisions of this Agreement shall controlprevail; and (ii) so far as permissible under Applicable Law of the relevant jurisdiction, the Seller and the Purchaser shall cause the provisions of the relevant Local Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent the foregoing is not permissible, the Seller shall indemnify the Purchaser against all Losses suffered by the Purchaser or, as the case may be, the Purchaser shall indemnify the Seller against all Losses suffered by the Seller or its Affiliates, in either case through or arising from any inconsistency between the relevant Local Agreement and this Agreement or such additional provisions (except to the extent they implement a transfer in accordance with this Agreement). (bk) The Review Representatives Each Party shall not, and shall cause its respective Affiliates not to, bring any claim (and/or their respective designees(s)including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the Proposed Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Local Agreements, except to the extent necessary to enforce any transfer of Shares or Transferred Assets or assumption of Assumed Liabilities hereunder in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall remain responsible for be brought and be subject to the administration of provisions, rights and limitations set out in this Agreement and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the individual Local Agreements on behalf of Provider and Recipient, respectively, and shall be (but without prejudice to the only Persons authorized to amend, modify, change, waive or discharge any rights and obligations under this Agreement on behalf of Provider and Recipient. No changes to any Local Agreement shall be made without the knowledge establishment of the Review Representatives and the agreement existence of the local Provider Affiliate and local Recipient Affiliate in claim hereunder). To the extent that a written amendment Party does bring such a claim (except as referred to above), that Party shall indemnify the Local Agreementother Party (and/or that other Party’s relevant Affiliates) against all costs which it or they may suffer through or arising from the bringing of such claim against it or them. (c) Recipient shall have the right to enforce this Agreement (including the terms of all Local Agreements) on behalf of each of its Affiliates that has entered into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages (as defined below)) of each such Affiliate, to the same extent as if Recipient were such Affiliate, subject to the limitations of liability applicable under this Agreement. Provider shall have the right to enforce this Agreement (including the terms of all Local Agreements) on behalf of each Provider Affiliate that enters into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each of its Affiliates, to the same extent as if Provider were such Affiliate, subject to the limitations of liability applicable under this Agreement.

Local Agreements. (a) With respect The Parties do not intend this Agreement to transfer title to any Services that are delivered Shares or Transferred Assets in any jurisdiction in which such transfer is required to be made pursuant to a particular country, Provider and Recipient may cause their respective Affiliates located in such country to enter into one or more local services agreements (each a “Local Agreement”), for the purpose of memorializing the implementation of this Agreement in that country, to address Services delivered locally in that country and payments for any such Services. All Services shall be provided by Provider or its AffiliatesShares and Transferred Assets, as applicable, pursuant to this Agreement or an executed shall only be transferred by the applicable Local Agreement. Unless and . (b) Notwithstanding the generality of Section 11.09, to the extent an individual that the provisions of a Local Agreement expressly provides otherwise, each Local Agreement shall incorporate by reference are inconsistent with or (except to the terms and conditions extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. In the event of any conflict between the terms of this Agreement and any Local Agreement, : (i) the provisions of this Agreement shall control.prevail; and (bii) The Review Representatives (and/or their respective designees(s)) so far as permissible under Applicable Law of the relevant jurisdiction, the Seller and the Purchaser shall remain responsible for cause the administration provisions of the relevant Local Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent the foregoing is not permissible, the Seller shall indemnify the Purchaser against all Losses suffered by the Purchaser or, as the case may be, the Purchaser shall indemnify the Seller against all Losses suffered by the Seller or its Affiliates, in either case through or arising from any inconsistency between the relevant Local Agreement and the individual Local Agreements on behalf of Provider and Recipient, respectively, and shall be the only Persons authorized to amend, modify, change, waive or discharge any rights and obligations under this Agreement on behalf of Provider and Recipient. No changes to any Local Agreement shall be made without the knowledge of the Review Representatives and the agreement of the local Provider Affiliate and local Recipient Affiliate in a written amendment or such additional provisions (except to the Local extent they implement a transfer in accordance with this Agreement). (c) Recipient Each Party shall have not, and shall cause its respective Affiliates not to, bring any claim (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the right Proposed Transactions) against the other Party or any of its Affiliates in respect of or based upon any of the Local Agreements, except to the extent necessary to enforce this Agreement (including any transfer of Shares or Transferred Assets or assumption of Assumed Liabilities hereunder in a manner consistent with the terms of all Local Agreementsthis Agreement. All such claims (except as referred to above) on behalf of each of its Affiliates that has entered into a Local Agreement, shall be brought and to assert all rights and exercise and receive the benefits of all remedies (including Damages (as defined below)) of each such Affiliate, to the same extent as if Recipient were such Affiliate, be subject to the provisions, rights and limitations of liability applicable under this Agreement. Provider shall have the right to enforce set out in this Agreement and no Party shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Agreements (including the terms of all Local Agreements) on behalf of each Provider Affiliate that enters into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each of its Affiliates, but without prejudice to the same establishment of the existence of the claim hereunder). To the extent that a Party does bring such a claim (except as if Provider were referred to above), that Party shall indemnify the other Party (and/or that other Party’s relevant Affiliates) against all costs which it or they may suffer through or arising from the bringing of such Affiliate, subject to the limitations of liability applicable under this Agreementclaim against it or them.

Local Agreements. (a) With respect to any Services that are delivered in a particular country, Provider Ashland and Recipient may cause their respective Affiliates located in such country to enter into one or more local services agreements (each a “Local Agreement”), for the purpose of memorializing the implementation of this Agreement in that country, to address Services delivered locally in that country and payments for such Services. All Services shall be provided by Provider Ashland or its Affiliates, as applicable, the applicable Affiliate of Ashland pursuant to this Agreement or an executed Local Agreement. Unless and to the extent an individual Local Agreement expressly provides otherwise, each Local Agreement shall incorporate by reference the terms and conditions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. In the event of any conflict between the terms of this Agreement and any Local Agreement, the provisions of this Agreement shall control. (b) The Review Party Representatives (and/or their respective designees(s)) shall remain responsible for the administration of this Agreement and the individual Local Agreements on behalf of Provider Ashland and Recipient, Recipient respectively, and shall be the only Persons individuals authorized to amend, modify, change, waive or discharge any rights and obligations under this Agreement on behalf of Provider Ashland and Recipient. No changes to any Local Agreement shall be made without the knowledge of the Review Party Representatives and the agreement of the local Provider Ashland Affiliate and local Affiliate of Recipient Affiliate in a written amendment to the Local Agreement. (c) Recipient shall have the right to enforce this Agreement (including the terms of all Local Agreements) on behalf of each of its Affiliates that has entered into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages (as defined below)Damages) of each such Affiliate, to the same extent as if Recipient were such Affiliate, subject to the limitations of liability applicable under this Agreement. Provider Ashland shall have the right to enforce this Agreement (including the terms of all Local Agreements) on behalf of each Provider Ashland Affiliate that enters into a Local Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each of its Affiliates, to the same extent as if Provider Ashland were such Affiliate, subject to the limitations of liability applicable under this Agreement.