Common use of Local Transfer Documents Clause in Contracts

Local Transfer Documents. 2.8.1 On Closing or at such other time as agreed between the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that Seller against all Liabilities suffered by that Seller or its Affiliates, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 (a) On Closing or at such other time as agreed between Completion, the parties, each Seller shall (and the Seller shall procure that its Share the Relevant Sellers and Business Sellers execute, shall) and the Purchaser shall (and the Purchaser shall procure that the Relevant Purchasers shall) execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances conveyances, dispositions and other documents, as may be to the extent required pursuant under and subject to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser Purchaser, to implement the transfer of of: (i) the Shares held by such Share Sellers and Shares; and (ii) the Target Group Businesses held by such Business SellersBusinesses, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title to the Shares shall be transferred by the applicable Local Transfer Document. The parties shall procure that (A) the Local Transfer Documents contain all provisions required to effect Clause 2.9(b); (B) the Local Transfer Documents do not contain any warranties (subject to the preceding paragraph (A)) or adjustments to the Purchase Price. 2.8.2 (b) To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities Losses suffered by that Seller or its Affiliatesthe Relevant Sellers, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 (c) If there is an adjustment to the Purchase Consideration Price under Clause 7.3 7 of this Agreement which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Lawthe laws of the relevant jurisdiction, the Relevant Seller and the Relevant Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each (d) No Relevant Seller shall procure that none of its Affiliates shall, bring any claim against the any Relevant Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon pursuant to the Local Transfer Documents Documents, save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that any a Relevant Seller or a member of that Seller’s Group does bring a claim in breach of this ClauseClause 2.3(d), that the Seller shall indemnify the Relevant Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities Losses which the Relevant Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claimclaim and the Relevant Seller shall indemnify the Seller against any payment which the Seller shall make to the Relevant Purchaser pursuant to this Clause 2.3(d). 2.8.5 The (e) No Relevant Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Relevant Seller or any member of any Seller’s Group in respect of or based upon pursuant to the Local Transfer Documents Documents, save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that the a Relevant Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this ClauseClause 2.3(e), the Purchaser shall indemnify the relevant Relevant Seller and each member of that Seller’s Group against all Liabilities Losses which that the Relevant Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claimclaim and the Relevant Purchaser shall indemnify the Purchaser against any payment which the Purchaser shall make to the Relevant Seller pursuant to this Clause 2.3(e). (f) Any payment of consideration required pursuant to a Local Transfer Document shall be satisfied by the satisfaction of the Purchase Price pursuant to this Agreement.

Local Transfer Documents. 2.8.1 2.6.1 On Closing or at such other time as agreed between the parties, each the Seller shall procure that its the Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Vaccines Group Businesses held by such Business SellersBusinesses, in each case on Closing Closing, subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) 25 (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title , title to which shall be transferred by the applicable Local Transfer Document. 2.8.2 2.6.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities suffered by that the Seller or its Affiliates, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.6.3 If there is an adjustment to the Purchase Consideration Price under Clause 7.3 which relates to a part of the Target Vaccines Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither 2.6.4 The Seller shallshall not, and each Seller shall procure that none of its Affiliates shall, shall bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Vaccines Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Vaccines Group Businesses as contemplated by this Agreement. To the extent that any the Seller or a member of that the Seller’s Group does bring a claim in breach of this Clause, that the Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Vaccines Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Vaccines Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 2.6.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any the Seller or any member of any the Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Vaccines Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that the Seller’s Group against all Liabilities which that the Seller or any member of that the Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 On 2.5.1 At Closing or at such other time as agreed between the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser Relevant Purchasers shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant documents (subject to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser Purchaser) to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) VIA Operations (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities Losses suffered by that Seller or its Affiliatesthe Seller, in either case, case through or arising from the inconsistency between the Local Transfer Document and this the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant 2.5.3 No Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) Relevant Purchasers in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by VIA Operations in accordance with this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The 2.5.4 No Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any the Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by VIA Operations in accordance with this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.5.1 On Closing or at such other time as agreed between the parties, each the Seller shall procure that its Share Sellers and the Business Sellers or the Share Seller execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser to implement the transfer of (i) the Shares held by such Business or the Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) 25 (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities suffered by that the Seller or its Affiliates, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser 2.5.3 The Seller shall (or shall procure that the relevant member of the Purchaser’s Group will)not, and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, shall bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses Business as contemplated by this Agreement. To the extent that any the Seller or a member of that the Seller’s Group does bring a claim in breach of this Clause, that the Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 2.5.4 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any the Seller or any member of any the Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses Business as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that the Seller’s Group against all Liabilities which that the Seller or any member of that the Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.6.1 On Closing or at such other time as agreed between the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) 6 (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.6.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that Seller against all Liabilities suffered by that Seller or its Affiliates, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.6.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 2.6.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 2.6.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.4.1 On Closing or at such other time as agreed between Closing, the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser Relevant Purchasers shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant documents (subject to the relevant local law and otherwise as may be agreed between such Seller the Sellers and the Purchaser Relevant Purchasers) to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document) as are listed in Schedule 16. 2.8.2 2.4.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller PwC BPO and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, adjusted to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that Seller PwC BPO shall indemnify the Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser shall indemnify that Seller PwC BPO against all Liabilities Losses suffered by that Seller or its Affiliatesthe Sellers, in either case, case through or arising from the inconsistency between the Local Transfer Document and this the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.4.3 If there is an adjustment to the Purchase Consideration consideration under Clause 7.3 of this Agreement which relates to a part of the Target Group Company which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Lawthe laws of the relevant jurisdiction, the relevant Seller shall, and the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate Relevant Purchaser shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller 2.4.4 No member of the Sellers’ Group shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Relevant Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by Business or the Procured IPR in accordance with this Agreement. To the extent that any such person does bring a claim in breach of this Clause 2.4, PwC BPO shall indemnify the Purchaser or the Relevant Purchaser against all Losses which the Purchaser or the Relevant Purchaser may suffer through or arising from the bringing of such a claim. 2.4.5 No member of the Purchaser’s Group shall bring any claim against any Seller in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Business or the Procured IPR in accordance with this Agreement. To the extent that a Relevant Purchaser does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities Losses which that the relevant Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claimclaim and the Relevant Purchaser shall indemnify the Purchaser against any payment which the Purchaser shall make to the relevant Seller pursuant to this Clause 2.4.

Local Transfer Documents. 2.8.1 2.9.1 On Closing or at such other time as agreed between before Closing, the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, Transferors and the Purchaser Relevant Purchasers shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant documents (subject to the relevant local law Law and Regulations and otherwise as may be agreed between such Seller RBS and the Relevant Purchaser (acting reasonably)) to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.9.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller RBS and the Purchaser Relevant Purchasers shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that Seller RBS shall indemnify the Purchaser Relevant Purchasers on an after-Tax basis against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser Relevant Purchasers shall indemnify that Seller RBS on an after-Tax basis against all Liabilities Losses suffered by that Seller or its Affiliatesthe Transferors, in either case, case through or arising from the inconsistency between the Local Transfer Document and this the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.9.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 consideration hereunder which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Lawthe laws of the relevant jurisdiction, the Transferor, the Contribution Party and the Relevant Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller 2.9.4 No Relevant Purchaser shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) Transferor in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 On Closing or at such other time as agreed between 2.4.1 At Completion, the parties, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or or, as the case may be, shall procure the execution by one or more other the relevant members of the PurchaserSeller’s Group of), and the Relevant Purchaser(s) of such agreements, deeds, transfers, conveyances and other documents, as may be required pursuant to documents (in accordance with the relevant local law Law and otherwise as may be agreed between such the Seller and the Purchaser Purchaser) to implement the transfer transfer, at Completion, of the Geoscience Business (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellerscollectively, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and eachindividually, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any Seller shall procure that the Share Sellers and Business Sellers and the Purchaser shall procure that the Relevant Purchasers shall prepare and execute the Local Transfer Documents in good faith and in accordance with the practices applied by the Seller and the Purchaser for the purchase of the Shares. Title shall be transferred by the applicable Local Transfer DocumentGeoscience Business and in accordance with market practice. 2.8.2 2.4.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the other provisions of this Agreement:Agreement (which term, for purposes of this Clause 2.4.2 shall exclude all Local Transfer Documents): (ia) the said other provisions of this Agreement shall prevail; and (iib) so far as permissible under the laws of the relevant jurisdictionLaw, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities Losses suffered by that Seller or its Affiliatesthe Share Sellers and/or Business Sellers, in either case, case through or arising from the inconsistency between the Local Transfer Document and this the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.5.1 On Closing or at such other time as agreed between Closing, the parties, each Seller shall procure that its Share Relevant Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (ia) the provisions of this Agreement shall prevail; and (iib) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that Seller against all Liabilities suffered by that Seller or its Affiliates, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.5.3 If there is an adjustment to the Purchase Consideration consideration under Clause 7.3 of this Agreement which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Lawthe laws of the relevant jurisdiction, the Relevant Seller and the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustmentadjustment (which shall be in accordance with Schedule 5). 2.8.4 Neither Seller shall, and each 2.5.4 No Relevant Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that any a Relevant Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that the Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities Losses which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claimclaim and the Relevant Seller shall indemnify the Seller against any payment which the Seller shall make to the Purchaser pursuant to this Clause. 2.8.5 2.5.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, not bring any claim against any Relevant Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Relevant Seller and each member of that Seller’s Group against all Liabilities Losses which that the Relevant Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.6.1 On Closing or at such other time as agreed between the parties, each the Seller shall procure that its the Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser to implement the transfer of of: (i) the Shares held by such Share Sellers Shares; and (ii) the Target Flu Group Businesses held by such Business SellersBusinesses, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.6.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent that they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement Agreement, shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities suffered by that the Seller or its Affiliates, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent that they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser 2.6.3 The Seller shall (or shall procure that the relevant member of the Purchaser’s Group will)not, and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Flu Group Businesses as contemplated by this Agreement. To the extent that any the Seller or a member of that the Seller’s Group does bring a claim in breach of this Clause, that the Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 2.6.4 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any the Seller or any member of any the Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Flu Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that the Seller’s Group against all Liabilities which that the Seller or any member of that the Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 On Closing or at such other time as agreed between 2.5.1 In respect of each Closing, the parties, each Seller shall procure that its Share Relevant Sellers and Business Sellers execute, and the Purchaser Relevant Purchasers shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant documents (subject to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser Purchaser) to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on VIA Operations which are the subject of the relevant Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser shall indemnify that Seller the Sellers against all Liabilities Losses suffered by that Seller or its Affiliatesthe Relevant Sellers, in either case, case through or arising from the inconsistency between the Local Transfer Document and this the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant 2.5.3 No Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) Relevant Purchasers in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by VIA Operations in accordance with this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The 2.5.4 No Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group the Relevant Sellers in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by VIA Operations in accordance with this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.6.1 On Closing or at such other time as agreed between Closing, the parties, each Seller shall procure that its Share Relevant Sellers and Business Sellers execute, and the Purchaser Relevant Purchasers shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances conveyances, dispositions and other documents, as may be required pursuant subject to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser Purchaser, to implement the transfer of of: (i) the Shares held by such Share Sellers and Shares; and (ii) the Target Group Businesses held by such Business SellersBusinesses, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.6.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates Relevant Purchasers or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities Losses suffered by that Seller or its Affiliatesthe Relevant Sellers, in either case, case through or arising from the inconsistency between the Local Transfer Document and this the Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.6.3 If there is an adjustment to the Purchase Consideration consideration under Clause 7.3 of this Agreement which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Lawthe laws of the relevant jurisdiction, the Relevant Seller and the Relevant Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each 2.6.4 No Relevant Seller shall procure that none of its Affiliates shall, bring any claim against the any Relevant Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon pursuant to the Local Transfer Documents Documents, save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that any a Relevant Seller or a member of that Seller’s Group does bring a claim in breach of this ClauseClause 2.6.4, that the Seller shall indemnify the Relevant Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities Losses which the Relevant Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claimclaim and the Relevant Seller shall indemnify the Seller against any payment which the Seller shall make to the Relevant Purchaser pursuant to this Clause 2.6.4. 2.8.5 The 2.6.5 No Relevant Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Relevant Seller or any member of any Seller’s Group in respect of or based upon pursuant to the Local Transfer Documents Documents, save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by in accordance with this Agreement. To the extent that the a Relevant Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this ClauseClause 2.6.5, the Purchaser shall indemnify the relevant Relevant Seller and each member of that Seller’s Group against all Liabilities Losses which that the Relevant Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claimclaim and the Relevant Purchaser shall indemnify the Purchaser against any payment which the Purchaser shall make to the Relevant Seller pursuant to this Clause 2.6.5.

Local Transfer Documents. 2.8.1 On Closing or at such other time (a) The Parties shall negotiate in good faith as agreed between soon as reasonably practicable after the parties, each Seller shall procure that its Share Sellers date hereof (and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant in any event prior to the relevant local law and otherwise as may be agreed between such Seller and the Purchaser Closing) to implement enter into any agreement, transfer document or other instrument necessary to give effect to the transfer of (i) title of any Transferred Subsidiary Shares or Transferred Assets, or to effectuate the Shares held by such Share Sellers and (ii) assumption of the Target Group Businesses held by such Business SellersAssumed Liabilities, in each case on Closing subject to any jurisdictions outside of the provisions of Schedule 6United States, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) including the Australian Share Transfer Deed (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do Parties agree that, subject to Section 2.15(b), any Local Transfer Document shall include only such provisions as are required by applicable Law to give effect to such transfer and assumption or that relate to Tax matters for jurisdictions outside of the United States (including allocation of Purchase Price for such purposes) and shall not intend enlarge or modify the rights or remedies of the Parties with regard to such transfers and assumptions beyond those rights and obligations arising under this Agreement Agreement. (b) The Parties acknowledge and agree that the Australian Share Transfer Deed shall include mutually agreed provisions (on customary terms) relating to the removal of the Australian Subsidiary from the Australian Deed of Cross Guarantee. (c) If and to the extent requested by Buyer at least thirty (30) days prior to Closing, the Parties shall defer the transfer of title to any Transferred Assets located at PSA Sites in any of the Shares. Title shall be transferred by jurisdictions set forth on Section 2.15(c) of the Seller Disclosure Letter until the earlier of (i) the end of the term of the PSA with respect to the applicable Local Transfer Document. 2.8.2 To the extent that the provisions of a Local Transfer Document PSA Site at which such Transferred Assets are inconsistent with located or (except ii) the relocation of the Transferred Asset, at which time the Parties shall then transfer such title (such earlier time, as it relates to each PSA Site, the “Applicable Delayed Transfer Date”). From the Closing until the Applicable Delayed Transfer Date, (x) Seller shall, and shall cause the Seller Entities to, retain, and not Transfer to any other Person, title to the extent they implement a transfer assets that are the subject of such deferral, and (y) subject to the obligations of the parties to the Product Supply Agreement, Seller and Buyer shall use their commercially reasonable efforts to cooperate with each other to agree to any reasonable and lawful arrangements designed to provide Buyer with all claims, rights and benefits of such asset and assume the economic burdens and obligations with respect thereto during such period and otherwise in accordance with this Agreement) additional , including by subcontracting, sublicensing or subleasing to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, Buyer to the extent necessary contractually permissible. Notwithstanding any such deferral, (A) the Estimated Purchase Price shall be due in full at the Closing pursuant to give effect Section 2.9(a) and any payment required of Buyer pursuant to the provisions of this Agreement or, Section 2.7(c) shall be paid in full at such time as required pursuant to the extent this is not permissible, that Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that Seller against all Liabilities suffered by that Seller or its Affiliates, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group willSection 2.7(c), and (B) the relevant Seller Transferred Assets subject to such deferral shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustmentstill constitute Transferred Assets for all purposes hereunder. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.6.1 On Closing or at such other time as agreed between the parties, each the Seller shall procure that its the Share Sellers and Business Sellers execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser to implement the transfer of (i) the Shares held by such Share Sellers and (ii) the Target Vaccines Group Businesses held by such Business SellersBusinesses, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.6.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities suffered by that the Seller or its Affiliates, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 2.6.3 If there is an adjustment to the Purchase Consideration Price under Clause 7.3 which relates to a part of the Target Vaccines Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that the relevant member of the Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither 2.6.4 The Seller shallshall not, and each Seller shall procure that none of its Affiliates shall, shall bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Vaccines Group Businesses as contemplated by this Agreement. To the extent that any the Seller or a member of that the Seller’s Group does bring a claim in breach of this Clause, that the Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 2.6.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any the Seller or any member of any the Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Vaccines Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that the Seller’s Group against all Liabilities which that the Seller or any member of that the Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 On Closing or at such other time as agreed between the parties2.5.1 At Closing, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or or, as the case may be, shall procure the execution by one or more other members the relevant Share Sellers, Business Sellers, Share Purchasers and Business Purchasers, as the case may be, of the Purchaser’s Group of), such agreements, deeds, transfers, conveyances and other documents, as may be required pursuant documents (subject to the relevant local law Law and otherwise as may be agreed between such Seller and the Purchaser Purchaser) to implement the transfer transfer, at Closing, of (i) the Shares held by such Share Sellers Shares, the Businesses, the Business Assets, and (ii) the Target Intra-Group Businesses held by such Business SellersClaims, said documents to be substantially in each case on Closing subject to the provisions form of the documents forming part of Schedule 69 or, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) if not included in said Schedule, to be prepared in such form as the Parties may mutually agree to prior to Closing, (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement:Agreement (excluding said Local Transfer Document): (i) the provisions of this Agreement shall prevail; and (ii) Seller and Purchaser shall procure that, so far as permissible under the laws Laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, adjusted to the extent necessary to give effect to the provisions of this Agreement (or, to the extent this is not permissible, that Seller shall indemnify the indemnify, defend and hold harmless Purchaser against all Liabilities Losses suffered by Purchaser and the relevant Share Purchaser or its Affiliates Business Purchaser or, as the case may be, the Purchaser shall indemnify that indemnify, defend and hold harmless Seller against all Liabilities Losses suffered by that Seller and the relevant Share Seller or its AffiliatesBusiness Seller, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement or as appropriate to reflect the additional provisions (except to intended business agreement among the extent they implement a transfer in accordance with this AgreementParties). 2.8.3 2.5.3 If there is an adjustment to the payment made on account of the Purchase Consideration Price under Clause 7.3 7 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Lawthe Laws of the relevant jurisdiction, Seller shall or, as the Purchaser shall (or case may be, shall procure that the relevant member of the Purchaser’s Group will)Share Seller or Business Seller shall, and Purchaser shall or, as the relevant Seller case may be, shall procure that its the relevant Affiliate Share Purchaser or Business Purchaser shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment, as appropriate. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses as contemplated by this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 On 2.5.1 At Closing or and at such other time as agreed between the partiesany applicable Deferred Closing, each Seller shall procure that its Share Sellers and Business Sellers execute, and the Purchaser shall execute (or or, as the case may be, shall procure the execution by one or more other the relevant members of Seller’s Group and the relevant members of Purchaser’s Group of), of such agreements, deeds, transfers, conveyances and other documents, as may be required pursuant to documents (in accordance with the relevant applicable local law Law and otherwise as may be agreed between such Seller and the Purchaser Purchaser) to implement the transfer of (i) the Shares held by Shares, the US Interests, the Businesses and the Business Assets at such Share Sellers and (ii) Closing or Deferred Closing, said documents to be substantially in the Target Group Businesses held by such Business Sellers, in each case on Closing subject to form of the provisions documents forming part of Schedule 69 or in such other form as the Parties may mutually agree prior to such Closing or Deferred Closing (collectively, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and eachindividually, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the other provisions of this Agreement:Agreement (which term, for purposes of this Clause 2.5.2 shall exclude all Local Transfer Documents): (ia) the said other provisions of this Agreement shall prevail; and (iib) Seller and Purchaser shall procure that, so far as permissible under the laws Laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, adjusted to the extent necessary to give effect to the provisions of this Agreement (or, to the extent this is not permissible, that Seller shall indemnify the indemnify, defend and hold harmless Purchaser against all Liabilities Losses suffered by the Purchaser or its Affiliates any member of Purchaser’s Group or, as the case may be, the Purchaser shall indemnify that indemnify, defend and hold harmless Seller against all Liabilities Losses suffered by that Seller or its Affiliatesany member of Seller’s Group, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional other provisions (except to the extent they implement a transfer in accordance with of this Agreement). 2.8.3 2.5.3 To the extent that the provisions of a Local Transfer Document are inconsistent with the provisions of any other Local Transfer Document in the same jurisdiction, the provisions of the Local Transfer Document last executed shall prevail, provided that if the relevant Local Transfer Documents are executed on the same day, the provisions of the Local Transfer Document with respect to such jurisdiction appearing first on Schedule 9 shall prevail. 2.5.4 If there is an adjustment to the payment made on account of the Purchase Consideration Price under Clause 7.3 7 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser shall (or shall procure that Laws of the relevant member of the jurisdiction, Seller’s Group shall and Purchaser’s Group will), and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall2.5.5 The Parties shall not, and each Seller the Parties shall procure that none of its cause their respective Affiliates shallnot to, bring any claim against the Purchaser other Party or any member of its respective Affiliates, as the Purchaser’s Group (including any Target Group Company) case may be, in respect of or based upon the any Local Transfer Document. The Local Transfer Documents save to the extent necessary to implement shall not limit any transfer rights or remedies or modify any limitations of liability of the Shares or Target Group Businesses as contemplated by Parties contained in this Agreement. To the extent that any Seller or a member of that Seller’s Group does bring a claim in breach of this Clause, that Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any Seller or any member of any Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that Seller’s Group against all Liabilities which that Seller or any member of that Seller’s Group may suffer through or arising from the bringing of such a claim.

Local Transfer Documents. 2.8.1 2.5.1 On Closing or at such other time as agreed between the parties, each the Seller shall procure that its Share Sellers and the Business Sellers or the Share Seller execute, and the Purchaser shall execute (or procure the execution by one or more other members of the Purchaser’s Group of), such agreements, transfers, conveyances and other documents, as may be required pursuant to the relevant local law and otherwise as may be agreed between such the Seller and the Purchaser to implement the transfer of (i) the Shares held by such Business or the Share Sellers and (ii) the Target Group Businesses held by such Business Sellers, in each case on Closing subject to the provisions of Schedule 6, Schedule 22 (Delayed Businesses) and Clause 2.6 (Alliance Market Businesses) (the “Local Transfer Documents” and each, a “Local Transfer Document”). The parties do not intend this Agreement to transfer title to any of the Shares. Title shall be transferred by the applicable Local Transfer Document. 2.8.2 2.5.2 To the extent that the provisions of a Local Transfer Document are inconsistent with or (except to the extent they implement a transfer in accordance with this Agreement) additional to the provisions of this Agreement: (i) the provisions of this Agreement shall prevail; and (ii) so far as permissible under the laws of the relevant jurisdiction, the relevant Seller and the Purchaser shall procure that the provisions of the relevant Local Transfer Document are adjusted, to the extent necessary to give effect to the provisions of this Agreement or, to the extent this is not permissible, that the Seller shall indemnify the Purchaser against all Liabilities suffered by the Purchaser or its Affiliates or, as the case may be, the Purchaser shall indemnify that the Seller against all Liabilities suffered by that the Seller or its Affiliates, in either case, case through or arising from the inconsistency between the Local Transfer Document and this Agreement or the additional provisions (except to the extent they implement a transfer in accordance with this Agreement). 2.8.3 If there is an adjustment to the Purchase Consideration under Clause 7.3 which relates to a part of the Target Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under Applicable Law, the Purchaser 2.5.3 The Seller shall (or shall procure that the relevant member of the Purchaser’s Group will)not, and the relevant Seller shall procure that its relevant Affiliate shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment. 2.8.4 Neither Seller shall, and each Seller shall procure that none of its Affiliates shall, shall bring any claim against the Purchaser or any member of the Purchaser’s Group (including any Target Group Company) in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or Target Group Businesses Business as contemplated by this Agreement. To the extent that any the Seller or a member of that the Seller’s Group does bring a claim in breach of this Clause, that the Seller shall indemnify the Purchaser and each member of the Purchaser’s Group (including any Target Group Company) against all Liabilities which the Purchaser or that member of the Purchaser’s Group (including any Target Group Company) may suffer through or arising from the bringing of such a claim. 2.8.5 2.5.4 The Purchaser shall not, and shall procure that none of its Affiliates shall, bring any claim against any the Seller or any member of any the Seller’s Group in respect of or based upon the Local Transfer Documents save to the extent necessary to implement any transfer of the Shares or the Target Group Businesses Business as contemplated by this Agreement. To the extent that the Purchaser or a member of the Purchaser’s Group does bring a claim in breach of this Clause, the Purchaser shall indemnify the relevant Seller and each member of that the Seller’s Group against all Liabilities which that the Seller or any member of that the Seller’s Group may suffer through or arising from the bringing of such a claim.