Schedules and Exhibits to Certain Ancillary Agreements; OUS Transfer Agreements. (a) The parties acknowledge that the schedules and exhibits specified in Schedule 5.24(a) that are attached to the forms of the Separation Agreement, the Transition Services Agreement, the Supply Agreement and the Sales Agent Agreement are subject to modification between the date hereof and the Closing Date to the extent agreed by the parties, including to provide for greater detail or specificity regarding the subject matter thereof. The parties agree to negotiate in good faith any such modifications to such schedules and exhibits prior to the Closing Date; provided that the parties hereby acknowledge and agree that, subject to their compliance with such obligation to negotiate in good faith, failure to agree on any modifications to such schedules and exhibits will not excuse either party from the performance of any of its obligations hereunder, including its obligation to effect the Closing on the terms and subject to the conditions set forth in Article VII.
(b) BSC and the Purchaser agree to negotiate in good faith to make any changes necessary to the form of OUS Transfer Agreement attached hereto to conform to applicable local Law, provided that the economic and legal substance of the transactions contemplated by this Agreement are not affected by such changes. In the event of any inconsistency between this Agreement and any OUS Transfer Agreement, the terms of this Agreement shall prevail; provided that in the case of any inconsistency that relates solely to the timing and specific terms of the transfer of title to one or more Purchased Assets in a particular jurisdiction, the OUS Transfer Agreement in that particular jurisdiction shall prevail.
