Common use of Local Transfer Agreements Clause in Contracts

Local Transfer Agreements. To the extent a jurisdiction requires pursuant to local Law observance of specified formalities or procedures to legally effect a transfer of the Equity Interests or the Local Transferred Assets, or the assumption of the applicable Assumed Liabilities, such transfer or assumption shall be effected pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on a country-by-country basis substantially in the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the any Transferred Equity Interests or the Local Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “a Local Transfer Agreements”) on a country-by-country basis substantially in Agreement, and any such Transferred Equity Interests or Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each applicable Local Transfer Agreement shall be consistent with the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset(which transfers and assumptions shall, except to the extent modifications to such Local Transfer Agreement are required by applicable nonas otherwise expressly set forth herein, be on an “as-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are requiredis”, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that “where-is” basis, without representation or warranty of any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims kind or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreementnature). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Transferred Equity Interests or the Local Transferred Assets Assets, or the assumption of any Assumed Liabilities in the applicable Assumed Liabilities and (c) jurisdictions, and, for the avoidance of doubt, the Local Transfer Agreements shall not have any effect on the value being given or received by Buyer and Sellers, the Seller Parties or the terms and conditions of the transactions contemplated herebyBuyer, including the allocation of assets and Liabilities as among between them, all of which shall be determined by solely in accordance with this Agreement; in any such case except as expressly agreed in writing by Buyer and Seller (and not any Affiliates thereof). (b) Without limiting the generality of Section 7.08(a), to the extent that the provisions of a Local Transfer Agreement are inconsistent with, or (except to the extent they implement a transfer in any way modifyaccordance with this Agreement) additional to, amend, or constitute a waiver of, any provision the provisions of this Agreement (or any other Transaction Document. For do not fully give effect to the avoidance provisions of doubtthis Agreement with respect to the transfer of the Transferred Equity Interests, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of Assumed Liabilities): (i) the applicable Assumed Liabilities or provisions of this Agreement shall prevail; and (ii) mutually agreed upon by so far as permissible under applicable Law of the relevant jurisdiction, the Seller Parties and Buyer and Sellers in their sole discretion. Without prejudice shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the preceding sentenceextent necessary to give effect to the provisions of this Agreement. (c) Each party hereto shall not, each 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 Parties agrees that if, as a result Transactions) against the other party or any of the applicable employee information and/or consultation processes its Affiliates in respect of or based upon any of the Deferred BusinessesLocal Transfer Agreements, changes except to the extent necessary to enforce any transfer of the Transferred Equity Interests, Transferred Assets or the assumption of Assumed Liabilities sold or assigned to Buyer hereunder in a manner consistent with the terms of this Agreement. All such Claims (except as referred to above) shall be brought in accordance with, and be subject to the 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 Local Transfer Agreements and/or Transfer Agreements (as applicablebut without prejudice to the establishment of the existence of the Claim hereunder) are considered reasonably necessary by to the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriateextent inconsistent with this Agreement.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant to local Law observance of specified formalities or procedures to legally effect a transfer of the Equity Interests or the Local Transferred Assets, or the assumption of the applicable Assumed Liabilities, such transfer or assumption shall be effected pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on a country-by-country basis substantially in the form attached as Exhibit I F or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by the Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To (a) The parties do not intend this Agreement to transfer title to the extent a jurisdiction requires pursuant to local Law observance of specified formalities or procedures to legally effect a transfer of the Transferred Equity Interests or the Local to any Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “a Local Transfer AgreementsAgreement, in which case the Transferred Equity Interests or any such Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement (which transfers and assumptions shall, except as otherwise expressly set forth herein, be on an “as-is”) on , “where-is” basis, without representation or warranty of any kind or nature). The parties shall not enter into any Local Transfer Agreement with respect to a country-by-country basis substantially jurisdiction in which the form attached as Exhibit I or Seller has an obligation to inform and consult with Business Employees regarding the transactions contemplated hereby, until such other acquisition agreements and/or stock transfer instruments as Sapphire information and Buyer may mutually agree. Each consultation process has concluded, and such Local Transfer Agreement shall reflect any changes as may be reasonably agreed by the parties to take into account the results of such information and consultation process. (b) Notwithstanding the generality of Section 8.11(a), to the extent that the provisions of a Local Transfer Agreement (including any provisions required by local Law to be included in the Local Transfer Agreement) are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement (or do not fully give effect to the provisions of this Agreement with respect to the transfer of the Transferred Equity Interests and Transferred Assets or the assumption of Assumed Liabilities): (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under applicable Law of the relevant jurisdiction, the Seller Group and the Purchaser shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (c) Each party hereto shall 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 transactions contemplated hereby) against the other party or any of its Affiliates in respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce any transfer of the Transferred Equity Interests and Transferred Assets or the assumption of Assumed Liabilities sold or assigned to the Purchaser hereunder in a manner consistent with the terms of this Agreement, including with the Purchase Price Allocation . All such claims (except as determined in accordance with Section 2.12 with respect referred to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated herebyabove) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not toin accordance with, and be subject to cause its Subsidiaries the provisions, rights and their respective successors limitations set out in, this Agreement, and assigns not tono party shall be entitled to recover damages or obtain payment, bring reimbursement, restitution or indemnity under or pursuant to any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without but without prejudice to the preceding sentence, each establishment of the Parties agrees that if, as a result existence of the applicable employee information claim hereunder). To the extent that a party does bring such a claim (except as referred to above), that party shall indemnify the other party (and/or consultation processes in respect that other party’s relevant Affiliates) against all Losses which it or they may suffer through or arising from the bringing of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriateclaim against it or them.

Local Transfer Agreements. (a) To the extent that the provisions of any local transfer agreement that is a jurisdiction requires pursuant First Closing Deliverable or a Second Closing Deliverable, as applicable, are inconsistent with the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under applicable Law, the Seller Parent and the Buyer Parent shall cause the provisions of the relevant local transfer agreement to be amended to give effect to the provisions of this Agreement. (b) The Seller Parent shall not (and shall cause its Affiliates not to), bring any claim against the Buyer Parent or the Buyer Parent’s Affiliates in respect of or based upon any local Law observance transfer agreement as may be entered into in accordance with the terms of specified formalities or procedures this Agreement except to legally effect a the extent necessary to implement any transfer of the Equity Interests or the Local Transferred AssetsAssets as contemplated by this Agreement, or the assumption of the applicable Assumed Liabilities, such transfer Liabilities or assumption shall be effected pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on other terms hereof in a country-by-country basis substantially in the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought and be subject to the provisions, including with the Purchase Price Allocation rights and limitations as determined set out in this Agreement and no Person shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any local transfer agreement as may be entered into in accordance with Section 2.12 with respect the terms of this Agreement (but without prejudice to the transfer establishment of the relevant Equity Interest existence of the claim hereunder). (c) The Buyer Parent shall not (and shall cause its Affiliates not to) bring any claim against the Seller Parent or Local Transferred Assetthe Seller Parent’s Affiliates in respect of or based upon any local transfer agreement as may be entered into in accordance with the terms of this Agreement, except to the extent modifications necessary to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that implement any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions as contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, the assumption of Assumed Liabilities or other terms hereof in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought and be subject to the provisions, rights and limitations as set out in this Agreement and no Person shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any way modify, amend, or constitute a waiver of, any provision local transfer agreement as may be entered into in accordance with the terms of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without but without prejudice to the preceding sentence, each establishment of the Parties agrees that if, as a result existence of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriateclaim hereunder).

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the Equity Interests or the Local any Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on a country-by-country basis substantially in the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement), and any such Transferred 47 Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement. The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets Assets, or the assumption of any Assumed Liabilities, in the applicable Assumed Liabilities and (c) jurisdictions. For the avoidance of doubt, the Local Transfer Agreements shall not have any effect on the value being given or received by the Seller, the Buyer and Sellers, or the terms and conditions of the transactions contemplated herebya Buyer Designee, including the allocation of assets and Liabilities liabilities as among between them, all of which shall be determined by solely in accordance with this Agreement. (b) Notwithstanding the generality of Section 5.17(a), if, and to the extent that, the provisions of a Local Transfer Agreement are inconsistent with, or (except to the extent they implement a transfer in any way modifyaccordance with this Agreement) additional to, amend, or constitute a waiver of, any provision the provisions of this Agreement (or any other Transaction Document. For do not fully give effect to the avoidance provisions of doubt, no Local Transfer this Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law with respect to the transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of Assumed Liabilities): (i) the applicable Assumed Liabilities or provisions of this Agreement shall prevail and (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice so far as permissible under Law of the relevant jurisdiction, the parties shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the preceding sentenceextent necessary to give effect to the provisions of this Agreement. (c) No party shall, and each party shall cause its respective Affiliates not to, bring any claim against the other party or any of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes its Affiliates in respect of the Deferred Businesses, changes to or based upon any of the Local Transfer Agreements and/or Agreements, except to the extent necessary to enforce any transfer of the Transferred Assets or assumption of Assumed Liabilities sold or assigned to the Buyer or a Buyer Designee hereunder in a manner consistent with the terms of this Agreement. Except as referred to above, all such claims shall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no party shall be entitled to recover any Losses or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriateAgreements.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The parties hereto do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the Equity Interests or the Local any Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “a Local Transfer Agreements”) on a country-by-country basis substantially in Agreement, and any such Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each applicable Local Transfer Agreement shall (which transfers and assumptions shall, subject to Section 6.21(b), be consistent with the terms on an “as-is,” “where-is” basis, without representation or warranty of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest any kind or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreementnature). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets Assets, or the assumption of any Assumed Liabilities in the applicable Assumed Liabilities and (c) jurisdictions, and, for the avoidance of doubt, the Local Transfer Agreements shall not have any effect on the value being given or received by Buyer and Sellers, the Seller or the terms and conditions of the transactions contemplated herebyPurchaser, including the allocation of assets and Liabilities as among between them, all of which shall be determined by solely in accordance with this Agreement, or in any way modifysuch case except as expressly agreed in writing by Seller and Purchaser. (b) Without limiting the generality of Section 6.21(a), amendto the extent that the provisions of a Local Transfer Agreement are inconsistent with, or constitute (except to the extent they implement a waiver oftransfer in accordance with this Agreement) additional to, any provision the provisions of this Agreement (or any other Transaction Document. For do not fully give effect to the avoidance provisions of doubt, no Local Transfer this Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law with respect to the transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of Assumed Liabilities): (i) the applicable Assumed Liabilities or provisions of this Agreement shall prevail; and (ii) mutually agreed upon by Buyer so far as permissible under applicable Law of the relevant jurisdiction, the Seller and Sellers in their sole discretion. Without prejudice Purchaser shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the preceding sentenceextent necessary to give effect to the provisions of this Agreement. (c) Each party hereto shall not, each 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 Parties agrees that if, as a result transactions contemplated hereby) against the other party or any of the applicable employee information and/or consultation processes its Affiliates in respect of or based upon any of the Deferred BusinessesLocal Transfer Agreements, changes except to the extent necessary to enforce any transfer of the Transferred Assets or the assumption of Assumed Liabilities sold or assigned to Purchaser hereunder in a manner consistent with the terms of this Agreement. All such claims (except as referred to above) shall be brought in accordance with, and be subject to the 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 Local Transfer Agreements (but without prejudice to the establishment of the existence of the claim under this Agreement). To the extent that a party does bring such an excluded claim, that party shall indemnify the other party (and/or Transfer Agreements (as applicablethat other party’s relevant Affiliates) are considered reasonably necessary by against all Losses which it or they may suffer through or arising from the Parties, the Parties shall negotiate in good faith on bringing of such amendments (if any) as are reasonably appropriateclaim.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the any Transferred Parent Equity Interests or the Local Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “a Local Transfer AgreementsAgreement, and any such Transferred Parent Equity Interests or Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement (which transfers and assumptions shall (other than the representations and warranties expressly set forth in Article III) be on an “as-is”, “where-is” basis, without representation or warranty of any kind or nature). The parties shall (or shall cause their applicable Subsidiary to) on execute and deliver any requisite Local Transfer Agreement no later than the Applicable Closing Date; provided that the parties shall not enter into any Local Transfer Agreement with respect to a country-by-country basis substantially jurisdiction in which the form attached as Exhibit I or Seller has an obligation to inform and consult with Business Employees regarding the transactions contemplated hereby, until the Seller has concluded its information and consultation process, and such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall reflect any changes as may be reasonably agreed by the parties to take into account the results of such information and consultation process. (b) Notwithstanding the generality of Section 9.11(a), to the extent that the provisions of a Local Transfer Agreement (including any provisions required by local Law to be included in the Local Transfer Agreement) are inconsistent with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement (or do not fully give effect to the provisions of this Agreement with respect to the transfer of the Transferred Parent Equity Interests and Transferred Assets or the assumption of Assumed Liabilities): (i) the provisions of this Agreement shall prevail and (ii) so far as permissible under applicable Law of the relevant jurisdiction, the Seller Group and the Purchaser shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (c) Each party hereto shall 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 transactions contemplated hereby) against the other party or any of its Affiliates in respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce any transfer of the Transferred Parent Equity Interests and Transferred Assets or the assumption of Assumed Liabilities sold or assigned to the Purchaser hereunder in a manner consistent with the terms of this Agreement, including with the Purchase Price Allocation . All such claims (except as determined in accordance with Section 2.12 with respect referred to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated herebyabove) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not toin accordance with, and be subject to cause its Subsidiaries the provisions, rights and their respective successors limitations set out in, this Agreement, and assigns not tono party shall be entitled to recover damages or obtain payment, bring reimbursement, restitution or indemnity under or pursuant to any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without but without prejudice to the preceding sentence, each establishment of the Parties agrees that if, as a result existence of the applicable employee information claim hereunder). To the extent that a party does bring such a claim (except as referred to above), that party shall indemnify the other party (and/or consultation processes in respect that other party’s relevant Affiliates) against all Losses which it or they may suffer through or arising from the bringing of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriateclaim against it or them.

Local Transfer Agreements. To (a) The Buyer and the extent a jurisdiction requires pursuant Seller do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the any Transferred Equity Interests or the Local Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock a Local Transfer Agreement, and any such Transferred (b) Notwithstanding the generality of Section 7.11(a), to the extent that the provisions of a Local Transfer Agreement are inconsistent with, or (except to the extent they implement a transfer instruments (collectivelyin accordance with this Agreement) additional to, the “Local Transfer Agreements”provisions of this Agreement (or do not fully give effect to the provisions of this Agreement with respect to the transfer of the Transferred Equity Interests, Transferred Assets or the assumption of Assumed Liabilities): (i) on a country-by-country basis substantially in the form attached provisions of this Agreement shall prevail; and (ii) so far as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each permissible under applicable Law of the relevant jurisdiction, the relevant Local Transfer Agreement shall be deemed to be adjusted to the extent necessary to give effect to the provisions of this Agreement. (c) Neither the Seller nor the Buyer shall, and each of the Seller and the Buyer shall cause its respective Affiliates not to, bring any Action (including for breach of any warranty, representation, undertaking, covenant or indemnity relating to the transactions contemplated by the Transaction Agreements) against the other party hereto or any of its Affiliates in respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce any transfer of the Transferred Equity Interests, Transferred Assets or the assumption of Assumed Liabilities sold or assigned to the Buyer hereunder in a manner consistent with the terms of this Agreement, including with . All such Actions (except as referred to in the Purchase Price Allocation as determined preceding sentence) shall be brought in accordance with Section 2.12 with respect with, and be subject to the transfer provisions, rights and limitations set out in, this Agreement, and neither the Buyer nor the Seller shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the relevant Equity Interest or Local Transferred Asset, except Transfer Agreements (but without prejudice to the establishment of the existence of the Action hereunder). To the extent modifications that a party hereto or to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement does bring such an Action (except as referred to above), that party shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against indemnify the other parties to party (or that other party’s relevant Affiliates) against all Liabilities which it or they may suffer through or arising from the bringing of such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests Action against it or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To The sale, assignment, transfer, delivery and conveyance of the extent NewCo Equity Interests and Purchased Assets, and/or the assumption of the Assumed Liabilities (as applicable), shall be effected pursuant to customary short-form transfer agreements, assumption agreements, forms, deeds (including notarial deeds), bills of sale and other instruments of sale (as applicable and as may be required in a jurisdiction in which applicable Law or custom requires pursuant to local Law observance of specified formalities or procedures (including any necessary notarizations, legalizations or other attestations and execution formalities required by applicable Law)) to legally effect a transfer the assignment, transfer, delivery and conveyance of the NewCo Equity Interests or the Local Transferred Assets, Purchased Assets or the assumption of the Assumed Liabilities to comply with applicable Assumed Liabilities, such transfer or assumption shall be effected pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) Law on a country-by-country basis substantially in the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with the terms of this Agreement(each, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such a “Local Transfer Agreement”). The Parties covenant , unless otherwise mutually agreed in writing between Seller and agree to ensure Purchaser in good faith; provided, in each case, that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, shall serve only to effect the legal transfer of the applicable NewCo Equity Interests or Local Transferred Assets or and Purchased Assets, and/or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities (as applicable), and (c) shall not have any effect on the value being given or received by Buyer and Sellers, Purchaser or the terms and conditions of the transactions contemplated herebygiven by Seller, including the allocation of assets and Liabilities as among between them, all of which shall be determined by in accordance with this Agreement, . No such Local Transfer Agreement or other agreement or document entered into or otherwise executed in order to implement any component of the Master Step Plan shall in any way modify, amend, amend or constitute a waiver of, of any provision of this Agreement or include any other Transaction Document. For additional representations or warranties, covenants or agreements except to the avoidance extent required by the Law of doubtthe applicable jurisdiction or to the extent required to effectuate the assignment, no transfer or conveyance of the applicable NewCo Equity Interests and Purchased Assets, and/or the assumption of the Assumed Liabilities (as applicable), in such jurisdiction, and, in the event of any inconsistency between this Agreement and any Local Transfer Agreement or other agreement or document entered into or otherwise executed in order to implement any component of the Master Step Plan, this Agreement will control to the extent permissible under applicable Law. The Parties shall contain not, and shall cause their respective Affiliates not to, bring any representationsProceeding under any Local Transfer Agreement, warranties or covenants other than those either (i) required by Law except to the extent necessary to enforce any transfer the of applicable NewCo Equity Interests or Local Transferred Purchased Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers thereunder in their sole discretion. Without prejudice to a manner consistent with the preceding sentence, each terms of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriatethis Agreement.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The Parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the Equity Interests or the Local any Transferred Assets, or to constitute the assumption of the applicable Assumed any Transferred Liabilities, in any jurisdiction (i) in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “a Local Transfer Agreements”Agreement or (ii) on where Purchaser reasonably expects that using a country-by-country basis substantially Local Transfer Agreement to such make transfer or assumption would reduce applicable Transfer Taxes (provided, that Purchaser shall have the right to elect that any or all Inventory will be transferred pursuant to a Local Transfer Agreement), and any such Transferred Assets or Transferred Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement. The Parties shall (or shall cause their applicable Subsidiary to) execute and deliver any requisite Local Transfer Agreement no later than the Closing Date; provided, that the Parties or their relevant Affiliates shall not enter into any Local Transfer Agreement with respect to a jurisdiction in which any of Seller or Purchaser has an obligation to inform and consult with Business Employees or any Employee Representative 17 regarding the form attached as Exhibit I or transactions contemplated hereby, until such other acquisition agreements and/or stock transfer instruments as Sapphire Party has concluded its information and Buyer may mutually agree. Each consultation process, and such Local Transfer Agreement shall reflect any changes as may be consistent with agreed by the terms Parties to take into account the results of this such information and consultation process. (b) Notwithstanding the generality of Section 2.4(a), to the extent that the provisions of a Local Transfer Agreement (including any provisions required by local Law to be included in the Local Transfer Agreement) are inconsistent with, including with or (except to the Purchase Price Allocation as determined extent they implement a transfer in accordance with Section 2.12 this Agreement) additional to, the provisions of this Agreement (or do not fully give effect to the provisions of this Agreement with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of Transferred Liabilities): (i) the provisions of this Agreement shall prevail and (ii) so far as permissible under applicable Assumed Liabilities. Each Law of the relevant jurisdiction, the Seller Group and Purchaser shall cause the provisions of the relevant Local Transfer Agreement shall (a) to be in a form reasonably acceptable adjusted, to both Sellers and Buyer, (b) shall serve purely the extent necessary to give effect to the legal transfer provisions of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, or in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no Local Transfer Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law to transfer the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Parties, the Parties shall negotiate in good faith on such amendments (if any) as are reasonably appropriate.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The Parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the Equity Interests or the Local Transferred any Purchased Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “a Local Transfer Agreements”) on a country-by-country basis substantially in Agreement, and any such Purchased Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each applicable Local Transfer Agreement shall be consistent with the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset(which transfers and assumptions shall, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are requiredas otherwise expressly set forth herein, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that be on an “as is”, “where is” basis, without representation or warranty of any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims kind or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreementnature). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets Purchased Assets, or the assumption of any Assumed Liabilities, in the applicable Assumed Liabilities and (c) jurisdictions. For the avoidance of doubt, the Local Transfer Agreements shall not have any effect on the value being given or received by Buyer and Sellers, the Seller or the terms and conditions of the transactions contemplated herebyPurchaser, including the allocation of assets and Liabilities as among between them, all of which shall be determined by solely in accordance with this Agreement. (b) Notwithstanding the generality of Section 5.22(a), if, and to the extent that, the provisions of a Local Transfer Agreement are inconsistent with, or (except to the extent they implement a transfer in any way modifyaccordance with this Agreement) additional to, amend, or constitute a waiver of, any provision the provisions of this Agreement (or any other Transaction Document. For do not fully give effect to the avoidance provisions of doubt, no Local Transfer this Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law with respect to the transfer of the applicable Equity Interests or Local Transferred Purchased Assets or the assumption of Assumed Liabilities): (i) the applicable Assumed Liabilities or provisions of this Agreement shall prevail; and (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each so far as permissible under applicable Law of the Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements and/or Transfer Agreements (as applicable) are considered reasonably necessary by the Partiesrelevant jurisdiction, the Parties shall negotiate cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. (c) No Party shall, and each Party shall cause its respective Affiliates not to, bring any claim against the other Party or any of its Affiliates in good faith on respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce any transfer of the Purchased Assets or assumption of Assumed Liabilities sold or assigned to Purchaser (or one of its Affiliates) hereunder in a manner consistent with the terms of this Agreement. All such amendments claims (if anyexcept as referred to above) as are reasonably appropriateshall be brought in accordance with, and be subject to the provisions, rights and limitations set out in, this Agreement, and no Party shall be entitled to recover any Losses or obtain payment, reimbursement, restitution or indemnity under or pursuant to any of the Local Transfer Agreements.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant required or desirable (as reasonably determined by the parties) under applicable foreign Law to local Law observance effect the Transactions, the parties shall as soon as reasonably practicable after the date of specified formalities this Agreement and no later than the Closing Date execute and deliver or procedures cause their respective Affiliates to legally effect a execute and deliver such stock, asset or business transfer of the Equity Interests or the Local Transferred Assets, or the assumption of the applicable Assumed Liabilities, such transfer or assumption shall be effected pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”), bills of sale, deeds/property transfers, assignments, assumptions and other documents and instruments of sale, conveyance, assignment, transfer and assumption as are necessary to effect any transfer of the Transferred Assets or any assumption of the Assumed Liabilities in each territory set forth on Section 2.05 of the Disclosure Letter (which schedule may be updated or modified from time to time by agreement of Purchaser and the Seller) on a country-by-country basis at, and effective as of, the Closing. The Local Transfer Agreements shall be substantially in the form attached of Exhibit A, with such changes as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire are reasonably agreed by the parties based on the usual and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with customary practice in the terms applicable jurisdiction and the requirements of this Agreement, including with applicable foreign Law; provided that the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the transfer of the relevant Equity Interest or Local Transferred Asset, except to the extent modifications to such Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant parties agree and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and acknowledge that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not to, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant intended solely to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Buyer and Sellers, or formalize the terms and conditions of this Agreement in order to comply with any applicable foreign Law and shall be, in all respects, consistent with the transactions contemplated herebyterms and conditions set forth in this Agreement, including except as may be required by local Law. The Local Transfer Agreements shall not alter in any way the allocation of assets rights, obligations, benefits, costs and Liabilities risks established between the parties in this Agreement. Without limiting the generality of the foregoing sentence, except as among themmay be required by local Law, all Purchaser acknowledges and agrees, and shall cause the relevant Affiliate of which Purchaser that is a party to the Local Transfer Agreement to acknowledge and agree, that (a) the Seller and any relevant Affiliate of the Seller that is a party to a Local Transfer Agreement do not grant, and shall not be deemed to grant, in or in connection with the Local Transfer Agreements, any representations, warranties, guarantees, covenants or indemnities to Purchaser or the relevant Affiliate of Purchaser that is a party to the Local Transfer Agreement and (b) any liability of the Seller or any relevant Affiliate of the Seller that is a party to a Local Transfer Agreement under or in connection with a Local Transfer Agreement shall, to the extent permitted by applicable Law, be explicitly excluded. To the extent required under applicable Law, the Local Transfer Agreements shall have appropriate provisions to pay the applicable portion of the Closing Purchase Price allocated to the relevant Transferred Assets pursuant to Section 3.04 in local currency. Any amounts payable in local currency shall be determined by this Agreementreference to the Applicable Exchange Rate on the date that is five (5) Business Days prior to the Closing Date and shall reduce on a Dollar-for-Dollar basis the amount of the Closing Purchase Price payable in U.S. Dollars. The Seller shall not, or in any way modify, amend, or constitute and shall procure that no relevant Affiliate of the Seller that is a waiver of, any provision of this Agreement or any other Transaction Document. For the avoidance of doubt, no party to a Local Transfer Agreement and none of their legal successors will, and Purchaser shall contain not, and shall procure that no relevant Affiliate of Purchaser that is a party to a Local Transfer Agreement and none of their legal successors will, raise any representationsclaims or take any other legal action under a Local Transfer Agreement or under any Law applicable to a Local Transfer Agreement, warranties or covenants other than those either (i) required by Law except for performance claims relating to the transfer the applicable Equity Interests or Local of Transferred Assets sold under a Local Transfer Agreement. Any and all other claims relating to the sale of the Business shall be settled or litigated exclusively between the Seller and Purchaser under this Agreement. If and to the extent that any Law applicable to a Local Transfer Agreement provides for any claims or other rights of an Affiliate of Purchaser or the assumption of the applicable Assumed Liabilities or (ii) mutually agreed upon by Buyer and Sellers in their sole discretion. Without prejudice to the preceding sentence, each of the Parties agrees Seller that if, as is a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes party to the Local Transfer Agreements and/or Agreement under or in connection with a Local Transfer Agreement, Seller shall procure that the relevant Affiliate of the Seller that is a party to the Local Transfer Agreement, and Purchaser shall procure that the relevant Affiliate of Purchaser that is a party to the Local Transfer Agreement, does not exercise such claim or other right, except as contemplated by this Section 2.05. The Seller shall indemnify and hold harmless Purchaser and the Affiliate of Purchaser that is a party to the Local Transfer Agreement and Purchaser shall indemnify and hold harmless the Seller and the Affiliate of the Seller that is a party to the Local Transfer Agreement, in each case, in the event a party raises such claim or other right under a Local Transfer Agreement. Except as contemplated by this Section 2.05, the provisions in this Section 2.05 shall take priority over, and shall exclude the application of, any explicit or implied representations, warranties, guarantees, covenants or indemnities contained in the Local Transfer Agreements (as applicable) are considered reasonably necessary by or under applicable Law. In the Partiesevent of any inconsistency between this Agreement and a Local Transfer Agreement, the Parties this Agreement shall negotiate in good faith on such amendments (if any) as are reasonably appropriatecontrol.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The Parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the Equity Interests or the Local any Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction in which such transfer or assumption is required by applicable Law to be made pursuant to a Local Transfer Agreement, and any such Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement (which Local Transfer Agreement shall be effected pursuant subject to short-form acquisition agreements and/or stock transfer instruments (collectively, the “Local Transfer Agreements”) on a country-by-country basis substantially in terms of this Agreement and otherwise without representation or warranty of any kind or nature or any covenant or recourse following the form attached as Exhibit I or closing of such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agreetransfer). Each Local Transfer Agreement shall be consistent with the terms in a form reasonably acceptable to each of this AgreementBuyer and Seller, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to (i) the transfer deletion of the relevant Equity Interest provisions which are inapplicable to such Seller Party or Local Transferred Asset, except Buyer (or its designated Affiliate) party to the extent modifications to such applicable Local Transfer Agreement are required by applicable non-U.S. Law (including all employment Laws applicable or to the transactions contemplated herebyTransferred Assets and the Assumed Liabilities covered by such agreement, (ii) in order such changes as may be necessary to consummate satisfy the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 requirements of this Agreement and each Party agrees not toapplicable local Law, and to cause its Subsidiaries (iii) such other changes as may be reasonably agreed by Seller and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement)Buyer. The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, shall serve solely to effect the legal transfer of the applicable Transferred Equity Interests or Local Transferred Assets Assets, or the assumption of any Assumed Liabilities in the applicable Assumed Liabilities. Each jurisdictions, and, for the avoidance of doubt, the Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) Agreements shall not have any effect on the value being given or received by the Seller Parties or Buyer and Sellers, or the terms and conditions remedies or claims of the transactions contemplated herebyany Party, including the allocation of assets and Liabilities as among between them, all of which shall be determined by solely in accordance with this Agreement. (b) Without limiting the generality of Section 7.06(a), to the extent that the provisions of a Local Transfer Agreement are inconsistent with, or (except to the extent they implement a transfer in any way modifyaccordance with this Agreement) additional to, amend, or constitute a waiver of, any provision the provisions of this Agreement (or any other Transaction Document. For do not fully give effect to the avoidance provisions of doubt, no Local Transfer this Agreement shall contain any representations, warranties or covenants other than those either (i) required by Law with respect to the transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of Assumed Liabilities): (i) the applicable Assumed Liabilities or provisions of this Agreement shall prevail; and (ii) mutually agreed upon by so far as permissible under applicable Law of the relevant jurisdiction, the Seller Parties and Buyer and Sellers in their sole discretion. Without prejudice shall cause the provisions of the relevant Local Transfer Agreement to be amended to the preceding sentenceextent necessary to give effect to the provisions of this Section 7.06. (c) Each Party hereto shall not, each 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 Parties agrees that if, as a result Transactions) against the other Party or any of the applicable employee information and/or consultation processes its Affiliates in respect of or based upon any of the Deferred BusinessesLocal Transfer Agreements, changes except to the extent necessary to enforce the transfer of title of the Transferred Equity Interests, Transferred Assets or the assumption of Assumed Liabilities sold or assigned to Buyer hereunder in a manner consistent with the terms of this Agreement. All such Claims (except as referred to above) shall be brought in accordance with, and be subject to the 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 Local Transfer Agreements and/or Transfer Agreements (but without prejudice to the establishment of the existence of the Claim hereunder) to the extent inconsistent with this Agreement. To the extent that a Party does bring such a Claim (except as applicablereferred to above), that Party shall indemnify the other Party (or that other Party’s relevant Affiliates) are considered reasonably necessary by against all Losses which it or they may suffer through or arising from the Parties, the Parties shall negotiate in good faith on bringing of such amendments (if any) as are reasonably appropriateClaim against it or them.

Local Transfer Agreements. To the extent a jurisdiction requires pursuant (a) The Parties do not intend this Agreement to local Law observance of specified formalities or procedures transfer title to legally effect a transfer of the any Transferred Equity Interests or the Local Transferred Assets, or to constitute the assumption of the applicable any Assumed Liabilities, in any jurisdiction, other than the United States, in which such transfer or assumption shall is required by applicable Law to be effected made pursuant to short-form acquisition agreements and/or stock transfer instruments (collectively, the “one or more Local Transfer Agreements, and any such Transferred Equity Interests or Transferred Assets or Assumed Liabilities, as applicable, shall only be transferred or assumed by the applicable Local Transfer Agreement(s) (which transfers and assumptions shall, except as otherwise expressly set forth herein, be on an “as-is”, “where-is” basis, without representation or warranty of any kind or nature). (b) on a country-by-country basis substantially in the form attached as Exhibit I or such other acquisition agreements and/or stock transfer instruments as Sapphire and Buyer may mutually agree. Each Local Transfer Agreement shall be consistent with that which is customary in the terms of this Agreement, including with the Purchase Price Allocation as determined in accordance with Section 2.12 with respect to the relevant jurisdiction for a transfer of the relevant Equity Interest type of assets or Local Transferred Assetshares, except to the extent modifications as applicable, being transferred pursuant to such Local Transfer Agreement are and, in any event, reasonably acceptable to Buyer and Seller (and the relevant Seller Parties and Buyer Parties, as required by under applicable non-U.S. Law local Law) in all respects; provided that in each case that (including all employment Laws applicable i) to the transactions contemplated hereby) in order to consummate the transactions contemplated hereby. Where such modifications are required, the Parties covenant and agree to give effect to the intent and terms hereof to the fullest extent permissible by Law (and that any claims for breach under any Local Transfer Agreement shall be brought under Section 11.04 of this Agreement and each Party agrees not tolocal Law, and to cause its Subsidiaries and their respective successors and assigns not to, bring any claims or other Action under, arising out of or relating to such Local Transfer Agreement against the other parties to such Local Transfer Agreement). The Parties covenant and agree to ensure that any Local Transfer Agreements are notarized and any relevant signatures to the Local Transfer Agreements are notarized and/or apostilled where required, pursuant to relevant Law, to effect the legal transfer of the applicable Equity Interests or Local Transferred Assets or the assumption of the applicable Assumed Liabilities. Each Local Transfer Agreement shall (a) be in a form reasonably acceptable to both Sellers and Buyer, (b) shall serve purely to effect the legal transfer of the applicable Transferred Equity Interests or the Local Transferred Assets or the assumption of the applicable Assumed Liabilities and (c) shall not have any effect on the value being given or received by Seller or given by Buyer and Sellersin the Transaction, or the terms and conditions of the transactions contemplated hereby, including the allocation of assets and Liabilities as among them, all of which shall be determined by this Agreement, except where required by local Law (and any consideration paid by Buyer or any of its Affiliates to Seller or any of its Affiliates pursuant to any Local Transfer Agreement shall be deemed for all purposes to comprise part of, and not be in addition to, the amounts payable hereunder), (ii) no such Local Transfer Agreement shall in any way modify, amend, or constitute a waiver of, any provision of this Agreement or any other Transaction Document. For (except to the avoidance extent required by Law of doubt, the applicable jurisdiction) and (iii) no such Local Transfer Agreement shall contain include any representationsadditional representations or warranties, warranties covenants or covenants other than those either (i) agreements except to the extent required by Law to transfer of the applicable jurisdiction. In the event of any inconsistency between this Agreement and a Local Transfer Agreement, (A) this Agreement will control to the extent permissible under Law of an applicable jurisdiction and (B) so far as permissible under applicable Law of the relevant jurisdiction, the Seller Parties and Buyer shall cause the provisions of the relevant Local Transfer Agreement to be adjusted, to the extent necessary to give effect to the provisions of this Agreement. Such Transactions pursuant to this Agreement or any other Local Transfer Agreement will be effective as of Closing or at such other times as specifically provided in each respective Local Transfer Agreement and will be subject to the terms and conditions of this Agreement and the applicable Local Transfer Agreement. Each Party shall negotiate in good faith to agree on the terms and conditions of the Local Transfer Agreements as soon as reasonably practicable after the Agreement Date in accordance with this Section 6.11. (c) Each Party shall 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 Transactions) against the other party or any of its Affiliates in respect of or based upon any of the Local Transfer Agreements, except to the extent necessary to enforce any transfer of the Transferred Equity Interests or Local Interests, Transferred Assets or the assumption of the applicable Assumed Liabilities sold or assigned to Buyer hereunder in a manner consistent with the terms of this Agreement. All such claims (iiexcept as referred to above) mutually agreed upon by Buyer shall be brought in accordance with, and Sellers in their sole discretion. Without prejudice be subject to the preceding sentenceprovisions, each 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 Parties agrees that if, as a result of the applicable employee information and/or consultation processes in respect of the Deferred Businesses, changes to the Local Transfer Agreements (but without prejudice to the establishment of the existence of the claim hereunder). To the extent that a party does bring such a claim (except as referred to above), that party shall indemnify the other party (and/or Transfer Agreements (as applicablethat other party’s relevant Affiliates) are considered reasonably necessary by against all Losses which it or they may suffer through or arising from the Parties, the Parties shall negotiate in good faith on bringing of such amendments (if any) as are reasonably appropriateclaim against it or them.