Exhibit
4.6

 


 


Strictly Private &
Confidential

EXECUTION VERSION


 


 


 


17
December 2018


 


ABB Ltd


 


Hitachi,
Ltd. 


 


 




Agreement 

for the sale and purchase of

80.1% of the shares in the Company









 







 












 





Contents

Clause                                                                                                                        Page


1......... Sale and
Purchase...................................................................................... 5


2......... Price................................................................................................................. 5


3......... Conditions to
Closing............................................................................... 6


4......... The Purchaser
Condition......................................................................... 7


5......... The
Reorganisation, the Reorganisation Condition and Delayed Closings............................................................................................................................ 9


6......... Business
Assets, Contracts and Liabilities.................................... 15


7......... Properties.................................................................................................... 18


8......... Employees.................................................................................................... 18


9......... Pension
assets and liabilities............................................................. 34


10....... Waiver and/or
fulfilment of the Conditions............................... 43


11....... Pre-Closing
Undertakings.................................................................... 44


12....... Ancillary
Transaction Documents.................................................. 48


13....... Closing.......................................................................................................... 49


14....... SPA /
Reorganisation Claims................................................................. 50


15....... Excluded Assets
and Liabilities......................................................... 51


16....... No Rights of
Rescission or Termination.......................................... 51


17....... Seller
Warranties................................................................................... 52


18....... Purchaser
Warranties........................................................................... 52


19....... Investigations,
appeals and insurance claims............................ 53


20....... Conduct of
Purchaser Claims............................................................. 55


21....... Seller
Indemnities.................................................................................... 57


22....... Tax.................................................................................................................. 64


23....... Insurance..................................................................................................... 64


24....... Payment of
Inter‐Company Trading Debt and the Shareholder Loan     64


25....... Guarantees and
other Third Party Assurances......................... 65


26....... Changes of Name....................................................................................... 65


27....... Information,
Records and Assistance Post-Closing.................. 66


28....... Post‐Closing
Protective Covenant................................................... 68


29....... Payments...................................................................................................... 69


30....... Costs.............................................................................................................. 69


 


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31....... Announcements......................................................................................... 70


32....... Confidentiality......................................................................................... 71


33....... Assignment.................................................................................................. 73


34....... Further
Assurances................................................................................ 73


35....... Wrong Pockets........................................................................................... 73


36....... Notices.......................................................................................................... 77


37....... Conflict with
other Agreements....................................................... 78


38....... Whole Agreement..................................................................................... 78


39....... Waivers, Rights
and Remedies.............................................................. 79


40....... Counterparts............................................................................................. 79


41....... Variations................................................................................................... 79


42....... Invalidity.................................................................................................... 79


43....... Third Party
Enforcement Rights....................................................... 79


44....... Governing Law
and Jurisdiction........................................................ 79


Schedule
1 The Shares......................................................................................... 82


Schedule
2 The Business Assets, Excluded Assets and Excluded Liabilities      83


Schedule
3 Pre-Closing and Pre-Delayed Closing................................... 86


Schedule
4 Closing Arrangements................................................................ 96


Schedule
5 Seller Warranties........................................................................ 98


Schedule
6 Limitations on Liability............................................................ 114


Schedule
7 Purchaser Warranties.............................................................. 120


Schedule
8 Tax..................................................................................................... 122


Schedule
9 Insurance Claims Post-Closing.............................................. 155


Schedule
10 Inter-Company Debt.................................................................. 157


Schedule
11 Post‐Closing Financial Adjustments................................. 159


Schedule
12 Joint Ventures............................................................................. 169


Schedule
13 Post-closing Financial adjustments: Amounts............. 171


Schedule
14 Properties..................................................................................... 185


Schedule
15 [Intentionally left blank]........................................................ 191


Schedule
16 Carve-out Adjustments........................................................... 192


Schedule
17 Material Customers and Material Suppliers................. 198


Schedule
18 Contaminated Sites................................................................... 203


Schedule
19 Escrow Terms............................................................................... 204


Schedule
20 Clearances................................................................................... 208


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Schedule 21 Reorganisation Principles..................................................... 209


Schedule
22 Indicative List of Permitted Businesses............................ 212


Schedule
23 Asbestos Product Claims........................................................ 217


Schedule
24 Business Breakdowns............................................................... 218


Schedule
25 EPC Projects.................................................................................. 223


Schedule
26 Dutch Works Council(s)........................................................... 230


Schedule
27 EPC.................................................................................................... 233


Schedule
28 Definitions and Interpretation........................................... 246


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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Agreed Form documents


Shareholders’ Agreement


Data Room index


Ancillary Transaction Document Term Sheets


Documents to be agreed prior to Closing


1.        Transitional Services Agreement


2.        Mutual Supply Agreement


3.        R&D Cooperation Agreement


4.        IP Licence Agreement


5.        Corporate Brand Licence Agreement


6.        Marketing Support Agreement


7.        Liaison Service Agreement


8.      
 Software Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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SALE
AND PURCHASE AGREEMENT


dated
17 December 2018


PARTIES


(1)               
 ABB LTD, of Affolternstrasse 44 / Postfach, 8050
Zürich, Switzerland (the Seller); and


(2)               
 HITACHI, LTD. having principal offices at 6-6, Marunouchi
1-chome, Chiyoda-ku, Tokyo, 100-8280, Japan (the Purchaser), 


(each a
Party  in this Agreement and together, the Parties) 


Words
and expressions used in this Agreement shall be interpreted in accordance with
Schedule 28.


IT
IS AGREED:


Preamble


(A)             
 The Seller and its
Affiliates are, among other things, engaged in, or hold assets or liabilities
relating to, the Business. It is intended that the Business be transferred by
the Seller Group to the Company and its Subsidiaries prior to or at Closing
(subject to any Delayed Closings) pursuant to the terms of this Agreement and
the Reorganisation Agreements and in accordance with the Reorganisation Steps
Plan and the Reorganisation Principles.


(B)             
 Immediately prior to
Closing, the Seller will be the sole legal and beneficial shareholder of the
Company and the Target Companies will be engaged in (and will own) the Business
(subject to any Delayed Closings).


(C)             
 The Seller shall sell and
the Purchaser shall purchase the Shares, in each case on and subject to the
terms set out in this Agreement.


(D)             
 Following Closing, the Parties
intend for the Seller and the Purchaser to own and operate the Company as a
joint venture pursuant to their respective shareholdings in the Company as set
out in Part B of Schedule 1 and on and subject to the terms of the
Shareholders’ Agreement.


1.                  
 Sale and Purchase


At Closing, the Seller shall sell and the Purchaser shall
purchase the Shares free from Third Party Rights and with all rights attaching
to them including the right to receive all distributions and dividends
declared, paid or made in respect of the Shares after Closing. The sale and
purchase of the Shares shall be on and subject to the terms set out in this
Agreement and on the basis that the same covenants shall be deemed to be given
by the Seller on Closing in relation to the Shares as are implied under Part 1 of the Law
of Property Miscellaneous Provisions Act 1994 where a disposition is expressed
to be made with full title guarantee.


2.                  
 Price


2.1              
 The price for the Shares
(the Final Price) shall be the amount which is the Purchaser’s
Ownership Proportion of:


(a)               
 US$11,000,000,000 (the Initial
Price);


	
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(b)               
 minus the Closing Debt;


(c)               
 plus the Closing Cash;  


(d)               
 plus the Working Capital
Adjustment; and 


(e)               
 minus the Pension Liability.


2.2              
 At Closing, the Purchaser
shall pay to the Seller in cash the amount in US dollars (the Closing
Payment) which is the aggregate of:  


(a)               
 the Purchaser’s Ownership
Proportion of:


(i)                
 the Initial Price;


(ii)              
 minus the Estimated Debt;


(iii)            
 plus the Estimated Cash;


(iv)             
 plus the Estimated Working
Capital Adjustment; and


(v)               
 minus the Estimated Pension
Liability,


(the Estimated
Price);  


(b)               
 minus the Aggregate Delayed
Closing Consideration; and


(c)               
 minus the EPC Escrow Amount.


2.3              
 The Final Price shall be
calculated after Closing on the basis set out in Schedule 11 and clause 9.28,
and any payments required to be made pursuant to Part D of
Schedule 11 or clause 9.28 shall be treated as adjusting the Estimated Price to
provide such Final Price. The Final Price shall (subject to any further
adjustment, if applicable, pursuant to clauses 2.4, 5.5(d), 5.5(g) or otherwise
pursuant to this Agreement) be adopted for all Tax reporting purposes.


2.4              
 Any payment made in
satisfaction of a liability arising under a Seller Obligation or a Purchaser
Obligation or any Excess Payment shall so far as possible adjust the price paid
for the Shares.


2.5              
 The Parties acknowledge that
any Delayed Consideration is an estimate of value attributable to the relevant
Delayed Jurisdictions solely for the purpose of determining the payment
obligations of the Parties under this Agreement and shall not be adopted for
any Tax reporting purposes (unless required by applicable law).


3.                  
 Conditions to Closing


Closing shall be
conditional on the following Conditions having been fulfilled or waived in
writing in accordance with the terms of this Agreement:


(a)               
 the Reorganisation having
been completed in all material respects (in the sole opinion of the Seller
acting reasonably and in good faith):


(i)                
 in respect of so much of the
Business as generates 80 per cent (or such greater percentage as the Seller may
from time to time in its absolute discretion decide and notify to the
Purchaser) of the FY17 Revenue;


(ii)              
 in the United States of
America; and


	
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(iii)            
 in respect of so much of the
Business as generates 80 percent (or such greater percentage as the Seller may
from time to time in its absolute discretion decide and notify to the Purchaser)
of the FY17 Revenue generated in the People’s Republic of China,


in each
case in accordance with this Agreement, the Reorganisation Steps Plan, the
Reorganisation Principles and the Reorganisation Agreements (the Reorganisation Condition);
and 


(b)               
 to the extent necessary or
required, the Governmental Entities in the jurisdictions set out or referred to
in:


(i)                
 paragraph 1 of Schedule 20,
in respect of Antitrust Clearances; 


(ii)              
 paragraph 2.1 of Schedule
20, in respect of FIR Clearances; and


(iii)            
 paragraph 2.2 of Schedule
20, in respect of FIR Clearances (other than in any jurisdictions that are
Delayed Jurisdictions),


having
granted, or being deemed to have granted, their Clearance, and such Clearances
remaining in full force and effect and not having been withdrawn,


(together,
the Purchaser Closing Condition, and together
with all Delayed Closing Conditions, the Purchaser
Condition). 


4.                  
 The Purchaser Condition


4.1              
 The Purchaser shall, at its
own cost, use its best endeavours to ensure that the Purchaser Condition is
fulfilled, subject to clause 4.2, as soon as reasonably practicable after the
date of this Agreement.


4.2              
 The Purchaser shall have
primary responsibility for obtaining all consents, approvals or actions of any
Governmental Entity which are required in order to satisfy the Purchaser
Condition and (without prejudice to clause 4.4) shall take all reasonable steps
which are necessary for that purpose, including making appropriate submissions,
notifications and filings (each a Filing), in consultation with
the Seller, as soon as reasonably practicable after the date of this Agreement
taking into account the likely duration of the Pre-Closing Period. For the avoidance
of doubt, the filing strategy and strategy in respect of obtaining the relevant
consents, approvals and actions from any Governmental Entities shall be
determined by the Purchaser after having consulted with and taken account of
any reasonable comments of the Seller. Subject to applicable law, the Purchaser
shall for this purpose:  


(a)               
 provide all information
which is requested or required by any such Governmental Entity;


(b)               
 promptly notify the Seller
in advance (and provide copies or, in the case of non-written communications,
details) of any material communications it proposes to make to any such Governmental
Entity relating to any such consent, approval or action and subject to
consultation with the Seller pursuant to clause 4.2(d) below;


(c)               
 promptly (but in any case
within two Business Days) notify the Seller (and provide copies or, in the case
of non-written communications, details) of any


	
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material communications that have been made with any such
Governmental Entity relating to any such consent, approval or action;


(d)               
 provide the Seller (or its
advisers) with a final draft of all submissions, notifications, filings and
other communications to any Governmental Entity at such time as will allow the
Seller (or its advisers) a reasonable opportunity to provide comments and for
the Purchaser to take into account any comments of the Seller (or its advisers)
on such drafts prior to their submission, including, for the avoidance of
doubt, information relating to the Seller or any member of the Seller Group, as
the case may be, that is required in any filings made with, or written
materials submitted to any Governmental Entity in connection with the Proposed Transaction;


(e)               
 where permitted by the
relevant Governmental Entity, allow persons nominated by the Seller to attend
all meetings (and participate in all telephone or other conversations) with any
such Governmental Entity and to make oral submissions at the meetings (or in
telephone or other conversations); and


(f)                
 regularly review with the
Seller or its advisers the progress of any communications, notifications or
filings with a view to obtaining the relevant consent, approval or action from
any Governmental Entity at the earliest reasonable opportunity.


4.3              
 Except:


(a)               
 as required by applicable
law; or


(b)               
 in the case of Clearances in
accordance with Antitrust Laws in any of Australia, New Zealand, Singapore and
the United Kingdom,


the Purchaser shall not, in the Pre-Closing Period, make
any filing with any Governmental Entity in relation to the Proposed Transaction
which is not required in order to fulfil the Purchaser Condition without
obtaining the prior written consent of the Seller to the making of it and to
its form and content (such consent not to be unreasonably withheld or delayed).


4.4              
 The Purchaser shall take,
and shall cause each of its Affiliates to take, any and all actions necessary
to obtain any Clearances required under or in connection with any applicable
law and enable all waiting periods under any applicable law to expire, in each
case to the extent required to fulfil the Purchaser Condition and to enable the
Proposed Transaction to occur as promptly as practicable, or in relation to any
filing in respect of Antitrust Laws made by the Purchaser in Australia, New
Zealand, Singapore or the United Kingdom, including promptly complying with any
requests for additional information by any Governmental Entity and consenting
to any Remedies in order to obtain all such Clearances provided that, with respect to such Clearances:


(a)               
 subject to paragraph (b)
below, the Purchaser shall not be required to offer, consent to or otherwise
agree or take any action with respect to any Remedies relating to any of the
assets or business of the Purchaser Group, other than the Target Companies
(including Delayed Target Companies that will become Target Companies) or any
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(including Delayed Target Companies that will
become Target Companies) (together, the Remedies In-Scope Business);
and 


(b)               
 notwithstanding the
foregoing, the Purchaser may, in its sole discretion, elect to consent to, and
to the extent accepted by, the relevant Governmental Entity, effect, Remedies
in respect of the business of the Purchaser Group (excluding the Remedies In-Scope
Business) in a given jurisdiction, to obtain the relevant Clearance.


4.5              
 The Seller shall, to the
extent legally permissible, provide the Purchaser, its advisers and any
Governmental Entity as soon as practically possible with all necessary
information and documents reasonably required for the purpose of making any
submissions, notifications and filings to any such Governmental Entity in
accordance with this clause 4. 


4.6              
 To the extent required in relation to
the satisfaction of the Conditions or the consummation of the Proposed
Transaction, the Seller, at its own cost, shall take all reasonable steps which
are necessary to fulfil any obligation imposed on the Seller under any relevant
Antitrust Laws to make appropriate submissions, notifications and filings, in
consultation with the Purchaser, as soon as practicably possible after the date
of this Agreement. The Seller shall for this purpose provide the Purchaser (or
its advisers) with a final draft of all such submissions, notifications,
filings and other communications to any Governmental Entity at such time as
will allow the Purchaser (or its advisers) a reasonable opportunity to provide
comments and for the Seller to take into account any comments of the Purchaser
(or its advisers) on such drafts prior to their submission, including, for the
avoidance of doubt, information relating to the Purchaser or any member of the
Purchaser Group, as the case may be, that is required in any filings made with,
or written materials submitted to any Governmental Entity in connection with
the satisfaction of the Conditions or the consummation of the Proposed
Transaction.  


4.7              
 The Purchaser and the Seller shall not
take any actions or do, or cause to be done, any things that would be
reasonably likely to: (i) prevent, materially
delay or materially impede receipt of any Clearance from any Governmental
Entity; (ii) prevent or materially delay Closing; (iii) extend any waiting or
notice period under any applicable law with respect to the Proposed
Transaction; or (iv) cause any Governmental Entity to object to the Proposed
Transaction.  


5.                  
 The Reorganisation, the
Reorganisation Condition and Delayed Closings


5.1              
 The Seller (at its own cost)
shall, and shall procure that other relevant members of the Seller Group shall,
use their respective reasonable endeavours to complete the Reorganisation prior
to the Long Stop Date in accordance with this Agreement, the Reorganisation
Steps Plan, the Reorganisation Principles and the Reorganisation Agreements.  


5.2              
 The Purchaser shall, and
shall procure that the other members of the Purchaser Group (including, after
Closing, the Target Companies) shall, use their respective reasonable
endeavours to co‐operate with the Seller and the other members of the
Seller Group in the implementation of the Reorganisation.  


	
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5.3              
 The Seller shall be entitled
to make any changes to the structure of and steps involved in the
Reorganisation compared with the structure and steps currently envisaged by the
Reorganisation Steps Plan. If the
Seller wishes to make any such changes that, in the Seller’s opinion (acting
reasonably and in good faith) would be prejudicial to the interests of the
Purchaser Group or the Business, the Project Board shall consult on such
changes in accordance with paragraph 6 of Part B of Schedule 3. The Seller shall
not make any such changes which, in the Seller’s opinion (acting reasonably and
in good faith), would be materially prejudicial to the interests of the
Purchaser Group or the Business (having regard to whether and if so the extent
to which the consequences of any such changes will be reflected in the Closing
Statement (or will otherwise be taken into account in the Final Price) or are
reasonably likely to be recoverable under an indemnity or covenant to pay under
this Agreement) without the Purchaser’s prior written consent.  


5.4              
 The Seller shall promptly
notify the Purchaser when, in the Seller’s good faith reasonable opinion, the
Reorganisation Condition has been fulfilled.


Delayed
Closings


5.5              
 If any part of the
Reorganisation has not been completed at Closing:


(a)               
 the Seller (at its own cost)
shall, and shall procure that other relevant members of the Seller Group shall,
use their respective reasonable endeavours to transfer to the relevant Target
Companies or Delayed Target Companies as soon as reasonably practicable
following Closing and by no later than the fifth anniversary thereof (or such
later date as the Purchaser may from time to time in its absolute discretion
decide) (the Delayed Closing Long-Stop Date)
those parts of the Business (the Delayed Business
Interests) that have not previously been transferred to the Target
Companies or Delayed Target Companies subject to and in accordance with this
Agreement, the Reorganisation Steps Plan, the Reorganisation Principles and the
Reorganisation Agreements;


(b)               
 the Seller (at its own cost)
shall, and shall procure that other relevant members of the Seller Group shall,
use their respective reasonable endeavours to transfer any relevant Delayed
Target Companies to the Company or to another Target Company as soon as
reasonably practicable following Closing and by no later than the Delayed
Closing Long-Stop Date subject to and in accordance with this Agreement, the
Reorganisation Steps Plan, the Reorganisation Principles and the Reorganisation
Agreements;


(c)               
 the Purchaser shall, and
shall procure that the other members of the Purchaser Group (including, after
Closing, the Target Companies) shall, continue to use their respective
reasonable endeavours to co‐operate with the Seller and the other members
of the Seller Group in the implementation of such parts of the Reorganisation
until the Delayed Closing Long-Stop Date;


(d)               
 if it is necessary or
desirable for the Parties (or any of their Affiliates) or the Target Companies
(having regard to any legal requirements and to the tax implications of such
transfers) for consideration to be paid in cash by the transferee to the
transferor for a transfer to a Target Company pursuant to this clause 5.5 (a Consideration Amount) then, at the same time as such


	
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consideration is paid, the Seller shall pay the
Purchaser an amount equal to the Consideration Amount by way of part refund of
the Final Price. The Parties shall cooperate in good faith to agree any such
Consideration Amount, provided that
if no such agreement is reached then, save to the extent required under
applicable law, no consideration shall be paid for any such transfer. Save to the extent provided in the
Reorganisation Steps Plan (or otherwise agreed by the Parties), no non-cash
consideration shall be given for a transfer to a Target Company pursuant to
this clause 5.5;


(e)               
 completion of the transfer
of any Delayed Business Interest (provided however that this shall not include
the transfer of a Delayed Business Interest to a Delayed Target Company) or
Delayed Target Company to any relevant Target Company in accordance with this
Agreement, the Reorganisation Steps Plan, the Reorganisation Principles and the
Reorganisation Agreements (a Delayed Closing)
shall take place on the last Business Day of the month in which the relevant
Delayed Closing Conditions are satisfied in the relevant Delayed Jurisdiction
(or, if such date falls less than 10 Business Days before the last Business Day
of that month, on the last Business Day of the following month) or such other
date as the Seller and the Purchaser may agree in writing (each a Delayed Closing Date);   


(f)                
 any Delayed Closing shall be
conditional upon:


(i)                
 the relevant FIR Clearances
referred to in paragraph 2.2 of Schedule 20 which correspond to the relevant
Delayed Jurisdiction (if any), having been granted by the relevant Governmental
Entity, or being deemed to have been granted, and such Clearance(s) remaining
in full force and effect and not having been withdrawn; and


(ii)              
 the Reorganisation being
complete in all material respects (in the sole opinion of the Seller acting
reasonably and in good faith) in respect of the relevant Delayed Jurisdiction,


(each, a Delayed Closing Condition);   


(g)               
 at each Delayed Closing:


(i)                
 the Seller and the Purchaser
shall ensure that the relevant Delayed Consideration is paid from the DC Escrow
Account to the Seller in accordance with Part A of Schedule 19; and


(ii)              
 if the relevant Delayed
Closing occurs after completion of a Transfer under clauses 17 (Right of
First Refusal), 19 (Tag Along), or 20 (Drag Along) of the
Shareholders' Agreement, (and if the relevant Delayed Closing occurs on an FMV
Date (as defined in the Shareholders’ Agreement) in respect of a Transfer in
any other circumstances specified in the Shareholders’ Agreement, then clause
22 of the Shareholders’ Agreement shall apply (and this clause 5.5(g)(ii) shall
not apply)) the Purchaser shall pay to the Seller in cash by way of adjustment
to the Final Price the amount in US dollars which is equal to the relevant
Delayed Consideration multiplied by:


	
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(A)             
 unless (B) below applies,
0.199/0.801; or


(B)             
 where the Seller has sold
its shares in the Company based on a price calculated by reference to 90% of
the Final Price Per Share (as defined in the Shareholders’ Agreement), the proportion
resulting from (0.199/0.801)*0.9;


(h)               
 without prejudice to the
operation of paragraph 2.2 of Part A of Schedule 19, if any Delayed Closing has
not occurred on or before the Delayed Closing Long-Stop Date, the Seller shall,
and shall procure that the other relevant members of the Seller Group shall,
and the Purchaser shall, discuss in good faith, in each case without any legal
obligation to reach agreement: (i) the subsequent transfer of the relevant
Delayed Business Interests or Delayed Target Companies to the relevant Target
Companies or Delayed Target Companies subject to and in accordance with the
Reorganisation Steps Plan, the Reorganisation Principles and the Reorganisation
Agreements; and (ii) the consideration to be paid to the Seller by the
Purchaser or the relevant Target Companies in respect of such transfer;  


(i)                
 for financial reporting
purposes, it is the intention of the Parties (to the extent permissible under
applicable law) to enable the Seller Group to de-consolidate any Delayed Target
Companies and any Delayed Business Interests;  


(j)                
 to the maximum extent
permissible under applicable law, to achieve the purposes set out in clause
5.5(i) above, following Closing and until the earlier of the relevant Delayed
Closing and the Delayed Closing Long-Stop Date, in respect of any element of
the Business held by any Delayed Target Company and any Delayed Business
Interest, save to the extent otherwise provided in the Transaction Documents or
in the Reorganisation Steps Plan:


(i)                
 the Purchaser shall direct
and be responsible for the management and operation of such Delayed Target
Companies and Delayed Business Interests (including, without limitation, for
all decisions related to dividends and distributions (to the extent made solely
from and to the Delayed Target Companies), investments, litigation strategy,
incurrence of indebtedness, mergers and acquisitions activity and
management-level hiring/terminations); 


(ii)              
 the Seller shall operate
such Delayed Target Companies and such Delayed Business Interests in accordance
with the instructions of the Purchaser and the Seller shall not collect, charge
or levy any management fees, allocations or other amounts by virtue of its
legal ownership of any Delayed Target Companies or Delayed Business Interests
except with respect to payments contemplated by the Ancillary Transaction
Documents; and


(iii)            
 the Seller shall procure
that the relevant members of the Seller Group provide such support and
co-operation including reasonable access, during normal business hours and upon
reasonable notice, to such personnel (including access to the auditors of the
Seller Group), 


	
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(iv)             
 books and records of the
members of the Seller Group and Target Companies to the extent that they relate
to a Delayed Target Company or Delayed Business Interest and any other
information as the Purchaser and its auditors shall reasonably request for the
purposes of preparing the audited financial statements of the Purchaser Group;


(k)               
 in the event that control by
the Purchaser of the management and operations of a Delayed Target Company or
Delayed Business Interest as contemplated by paragraph (j) above is not
permitted under applicable law, the Parties will work together in good faith to
implement an alternative arrangement with equivalent effect as permissible
under applicable law with respect to the operation of such Delayed Target
Company or Delayed Business Interest until the earlier of the relevant Delayed
Closing and the Delayed Closing Long-Stop Date; and


(l)                
 for the purpose of applying
the provisions of this Agreement insofar as they relate to any Delayed Business
Interest or Delayed Target Company:


(i)                
 the provisions of clauses
11.2 and 11.3 shall continue to apply, in relation to any Delayed Business
Interest or Delayed Target Company until the relevant Delayed Closing Date;


(ii)              
 the time periods in
paragraphs 1(a) and 1(b) of Schedule 6 shall, to the extent that the Claim
relates to any Delayed Business Interest or Delayed Target Company, be extended
by a period of days equal to the period of days from (but excluding) the
Closing Date to (and including) the relevant Delayed Closing Date; and


(iii)            
 references to
"Closing" or "Closing Date" in clause 17 and to
"Closing", "Closing Date" and "Target Companies"
in the Repeated Warranties shall, to the extent relevant to any Delayed
Business Interest or Delayed Target Company, be deemed to be references to the
relevant "Delayed Closing" or the relevant "Delayed Closing
Date" and to the relevant "Delayed Target Companies"
respectively.


5.6              
 The Seller shall procure
that the relevant members of the Seller Group, and the Purchaser shall procure
that the relevant members of the Purchaser Group, comply with the obligations
set out in clause 5.5, in clauses 6 to 9 (inclusive) and in the
Reorganisation Agreements.


5.7              
 The Parties acknowledge and
agree that none of them nor any of their respective Affiliates shall be
required to make any payment to or incur any liability towards any third party
for purposes of obtaining any Third Party Consents (including any employees) in
accordance with clauses 7 and 8.  


5.8              
 The Seller shall indemnify
and hold harmless the Purchaser from and against, and shall pay within one
calendar month of a request from the Purchaser an amount equal to any and all:


(a)               
 Reorganisation Costs, save
to the extent paid in cash prior to the Effective Time or recorded as
liabilities in Closing Working Capital or Closing Debt in the Closing
Statement;


	
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(b)               
 Costs incurred by the Purchaser
or any of its Affiliates or any Target Company as a result of or in connection
with any failure by the Seller to comply with its obligations under clause 11.2
or Part A of Schedule 3 in respect of any Delayed Business Interest or Delayed
Target Company; or


(c)               
 Costs incurred by the
Purchaser or any of its Affiliates as a result of the Reorganisation (or any
part of it) subsequently being unwound or declared void in whole or part by a
court of competent jurisdiction in a final judgment which is not capable of
appeal, but save to the extent
that such Costs would not have arisen but for the negligence or default of any
member of the Purchaser Group,


in
each case, other than Taxation (to which the provisions of Schedule 8 shall
apply). 


DINABB
Buyout


5.9              
 If, solely as a consequence
of the Proposed Transaction and / or the demerger of ABB India Limited (INABB)
as part of or as a result of the Reorganisation, an open offer (DINABB
Mandatory Offer) is required to be made by any member of the Purchaser
Group (including any Target Company) or persons acting in concert with the same
under the SEBI (SAST) Regulations to the public shareholders holding 25% of the
shares in the entity demerged from INABB (DINABB) (DINABB
Public Shareholders), the Seller shall, or shall procure that an
appropriate member of the Seller Group shall at its own expense:


(a)               
 make the DINABB Mandatory
Offer to the DINABB Public Shareholders in accordance with SEBI (SAST)
Regulations as a person acting in concert with the Purchaser under the SEBI
(SAST) Regulations;  


(b)               
 if the DINABB Mandatory
Offer is accepted in full or in part, acquire such shares in DINABB as are
tendered by the accepting DINABB Public Shareholders at such price as is
mandated by the SEBI (SAST) Regulations; 


(c)               
 following completion of the
DINABB Mandatory Offer and if required (i) by law (irrespective of whether or
not such requirement is the responsibility of the Seller or a member of the
Seller Group under law), or (ii) in order for the Company to maintain its
indirect 75% shareholding in DINABB, sell down the newly acquired shares in
DINABB such that the requirements under law are met and the Company maintains
its indirect 75% shareholding in DINABB, provided that to the extent (i) or
(ii) do not apply the Seller Group may deal with, hold or otherwise treat any
such acquired shares in DINABB at its sole discretion; 


(d)               
 use its reasonable
endeavours to obtain all such regulatory and shareholder approvals and consents
as are required to carry out the actions set out in (a) - (c) above; and


(e)               
 keep the Purchaser
reasonably informed of all material developments in relation to the DINABB
Mandatory Offer.


5.10          
 The Purchaser agrees that it
shall, and shall procure that the Purchaser Group and persons acting in concert
with the Purchaser (other than the Seller and any other member of the Seller
Group) or on its or their behalf:  


	
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(a)               
 provide such assistance and
information to the Seller as may be required by applicable law or reasonably
requested by the Seller in order for the Seller to comply with its obligations
under clause 5.9(a) to (e) at the Seller’s sole expense;


(b)               
 not make any representation
or warranty, whether directly or indirectly or through its representatives, in
respect of the DINABB Mandatory Offer (including in respect of the Seller)
without the prior written consent of the Seller; and 


(c)               
 not acquire or dispose of
shares of DINABB which may affect the offer price of the DINABB Mandatory Offer
or DINABB Mandatory Offer.


References to the Seller in clause 5.10 shall include any
member of the Seller Group that undertakes or participates in the DINABB
Mandatory Offer.


5.11          
 The Seller shall indemnify
and hold harmless the Purchaser from and against any and all Costs incurred by
the Purchaser or a member of the Purchaser Group as a result of the Seller
failing to or being unable to comply with clause 5.9 or the SEBI (SAST)
Regulations as they relate to the Proposed Transaction, the DINABB Mandatory
Offer or DINABB.


5.12          
 If, in respect of a Delayed
Jurisdiction:


(a)               
 the Delayed Closing has not
occurred on or before the Delayed Closing Long-Stop Date; and


(b)               
 part of the Delayed Closing
Pension Liabilities relate to any Delayed Business Interests or Delayed Target
Companies which do not transfer, 


the Purchaser shall pay, by way of adjustment to the Final
Price, to the Seller within five (5) Business Days of the Delayed Closing
Long-Stop Date an amount equal to the Purchaser’s Ownership Proportion of that
part of the Delayed Closing Pension Liabilities which relate to any such
Delayed Business Interests or Delayed Target Companies in that Delayed
Jurisdiction.


6.                  
 Business Assets, Contracts
and Liabilities


6.1              
 The provisions of this
clause 6 are without prejudice to the Parties’ respective obligations in clause
5 in connection with the Reorganisation and are subject also to the provisions
of clauses 7 to 9 (inclusive) in relation to the assets and liabilities
referred to in those clauses.


6.2              
 Business Assets.  The
Seller (at its own cost) shall, and shall procure that the other relevant
members of the Seller Group shall, use their respective reasonable endeavours
to obtain all Third Party Consents which are required to transfer the Business
Assets to the relevant Target Companies in accordance with this
Agreement, the Reorganisation Steps Plan, the Reorganisation Principles and the
Reorganisation Agreements. The Purchaser shall, and shall procure that the
other members of the Purchaser Group (including, after Closing, the Target
Companies) shall use their respective reasonable endeavours to co‐operate
with the Seller to obtain any such 


	
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Third Party Consents including by providing any information
reasonably requested for that purpose.


6.3              
 Business Contracts and
Business Claims. The Seller
shall, and shall procure that the other relevant members of the Seller Group
shall, use their respective reasonable endeavours to obtain all Third Party
Consents from any counterparties which are required to:  


(a)               
 transfer, novate or assign,
as the case may be, each Business Contract to a Target Company;


(b)               
 in respect of any Shared
Contract, enter into a new agreement or arrangement between the relevant third
party counterparty and a Target Company such that the Relevant Part of each
Shared Contract is transferred to a Target Company on terms substantially as favourable
to the Business as existed under the Shared Contract; and


(c)               
 transfer, novate or assign,
as the case may be, the Business Claims to the Target Companies.


The
Purchaser shall, and shall procure that the other members of the Purchaser
Group (including, after Closing, the Target Companies) shall, use their
respective reasonable endeavours to co‐operate with the Seller to obtain
any such Third Party Consents including by providing any information reasonably
requested for that purpose.


6.4              
 If any Third Party Consent
referred to in clause 6.3, has not been obtained prior to Closing (or, where
relevant, the earlier of Delayed Closing and the Delayed Closing Long-Stop
Date, as applicable), then until it is obtained:  


(a)               
 the obligations of the
Seller to use its reasonable endeavours to obtain, or procure that there is
obtained, that Third Party Consent shall continue for a period of 12 months from the Closing Date (or
Delayed Closing Date, as applicable), or, in the case of a Business Contract or
Shared Contract, until the date of expiry or termination of the current term of
that Business Contract or Shared Contract in accordance with its terms;  


(b)               
 the transfer, novation or
assignment of that Business Contract, Business Claim or the Relevant Part of
such Shared Contract shall not take effect and the relevant members of the
Seller Group shall remain the contracting party unless and until the relevant
Third Party Consent is obtained;


(c)               
 the Seller and the Purchaser
shall, between themselves, treat each other as if that Business Contract,
Business Claim or the Relevant Part of such Shared Contract had been
transferred to the relevant Target Company at the Closing Date (or Delayed
Closing Date, as applicable);


(d)               
 to the extent legally
permissible and, in the case of a Business Contract or Shared Contract, not
prohibited by or otherwise in breach of the relevant Business Contract or
Shared Contract, from the Closing
Date (or Delayed Closing Date, as applicable) the Seller shall procure that the relevant members of the
Seller Group will hold on trust and administer the relevant Business Contract,
Business Claim or the Relevant Part of such Shared Contract for the relevant
Target Company and will forward to the relevant Target Company as soon as
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received by it to the extent that they relate to that
Business Contract, Business Claim or the Relevant Part of such Shared Contract;  


(e)               
 the Purchaser shall procure
that a Target Company (at such Target Company’s cost) perform or, at the
Seller’s election, assist the relevant members of the Seller Group to perform
all the obligations under any such Business Contract, or the Relevant Part of
such Shared Contract, to be discharged after Closing (or Delayed Closing, as applicable), provided
that the Purchaser shall not (and shall procure that each Target Company shall
not) without the Seller’s prior written consent:


(i)                
 incur, or purport to incur,
any costs, charges, fees or expenses on behalf of the Seller (or any member of
the Seller Group) in the performance of the Seller’s (or member of the Seller
Group’s) obligations under such Business Contract, or the Relevant Part of such
Shared Contract;


(ii)              
 agree or purport to agree to
any amendment or waiver of the Seller’s (or member of the Seller Group’s)
rights under such Business Contract, or the Relevant Part of such Shared
Contract; or


(iii)            
 make any representation on
behalf of the Seller (or member of the Seller Group) under or in connection
with such Business Contract, or the Relevant Part of such Shared Contract,  


and
the Purchaser shall indemnify the Seller against all Costs reasonably incurred
by any member of the Seller Group arising from or in connection with any breach by the Purchaser or a Target Company of
the obligations under this sub-paragraph (e); and


(f)                
 the Seller shall from
Closing give all reasonable assistance to the relevant Target Company (at the
sole expense of that Target Company) to enable the relevant Target Company to
enforce its rights under the Business Contract, Business Claim or the Relevant
Part of such Shared Contract, provided that no member of the Seller Group shall be obliged to make any
payment or consideration (in money or money’s worth) under this sub-paragraph
(f) unless it has first been paid by the relevant Target Company an amount
which, on an after tax basis, is sufficient to make such payment or provide
such consideration, nor shall it be obliged to become involved in any legal
action or take any action which may reasonably be expected to be detrimental to
the business of the Seller or the Seller Group.  


6.5              
 If:


(a)               
 the terms of any particular
Business Contract or Shared Contract do not permit the relevant Target Company
to perform the Seller Group’s obligations as sub-contractor or as agent, or
permit the relevant Business Contract or the Relevant Part of the Shared
Contract to be held on trust for the Purchaser or a Target Company and
administered by a member of the Seller Group, or if any of the foregoing is not
otherwise legally permissible; or


	
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(b)               
 any Third Party Consent is
not obtained within 12 months after the Closing Date (or Delayed Closing Date, as applicable) or is refused and the procedure set out in this
clause 6 does not enable the benefit of any Business Contract, Business Claim
or the Relevant Part of any Shared Contract to be enjoyed in all material
respects by the Target Companies after the Closing Date (or Delayed Closing Date, as applicable),  


then
the Seller and the Purchaser shall use all reasonable efforts to achieve an
alternative solution by which the relevant Target Company shall receive the
benefit of the relevant Business Contract, Relevant Part of the Shared Contract
or Business Claim and assume the associated obligations (other than any Excluded Liability) (provided that no member of the Seller Group
shall be obliged to make any commitment, incur any liability or make any
payment for that purpose).


6.6              
 Assumed Liabilities. The Parties shall use their respective
reasonable endeavours to co-operate to obtain all Third Party Consents which
are required in respect of the Assumed Liabilities:


(a)               
 to transfer all such
liabilities (to the extent such liabilities do not transfer to the relevant
Target Company by law or by virtue of the transfer, novation or assignment of
any Business Contract, Business Claim or other Business Asset) to the Target
Companies; and


(b)               
 to release the relevant
member of the Seller Group from such liabilities,  


in
each case in accordance with this Agreement, the Reorganisation Steps Plan, the
Reorganisation Principles and the relevant Reorganisation Agreements, and the
Parties shall take all steps necessary for that purpose, including: (i) procuring that
their respective Affiliates take any actions applicable to them in accordance
with any relevant Reorganisation Agreement and (ii) in the case of the
Purchaser, providing any relevant member of the Seller Group with any
information reasonably requested for that purpose. The Reorganisation
Agreements shall provide that with effect from Closing (or Delayed Closing, as
applicable) a Target Company shall: (A) assume and discharge any and all such
liabilities; and (B) indemnify
the Seller against any and all liabilities suffered or incurred by any relevant
member of the Seller Group and any Costs suffered or incurred by them as a
result of or in connection with such liabilities.


7.                  
 Properties


The provisions of Schedule 14 shall apply in respect of the
Properties and the Retained Properties.


8.                  
 Employees


8.1              
 General provisions. Subject to the provisions of this clause 8, it
is the intention of the Seller and the Purchaser that the Business Employees
will, with effect from the close of business on the Employee Transfer Date be
employed by the Target Companies. Where applicable law in a relevant country
does not provide for an automatic transfer of the employment of the Business
Employees to the Target Companies with effect from the close of business on the
Employee Transfer Date, clauses 8.3 to 8.5 shall apply in respect of those
Business Employees. Where the Transfer Regulations in a relevant country do
provide for an automatic transfer of employment of the Business Employees to
the Target Companies with effect from the close of business on the 


	
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Employee Transfer Date, then clause 8.2 shall apply in
respect of those Business Employees.
For the avoidance of doubt, the employment of each Target Company Employee will
transfer with the Target Companies without further action of the Parties in
connection with the Proposed Transaction. Accordingly, it is intended that the Target Companies
shall, on or before Closing, become the employer of all of the Employees.


8.2              
 Where automatic transfer
of employment. The Parties
acknowledge and agree that it is intended that, to the extent legally
permissible, the transfer of the Business Employees to the relevant Target
Companies will be effected by way of an automatic transfer under the relevant
Transfer Regulations (such Business Employees being Automatic
Transferring Employees). 


8.3              
 Where no automatic
transfer of employment. If (or
if it is alleged that) any contracts of employment with any Business Employee
in force immediately before the Employee Transfer Date do not automatically
transfer to the relevant Target Company in accordance with applicable law (such
Business Employees being Non-Automatic Transferring
Employees), the Seller shall procure that the relevant Target Company
shall, at least 30 days prior to the intended Employee Transfer Date (or such
longer period of time before the intended Employee Transfer Date as shall be
required in order to comply with any Seller Collective Agreement or applicable
law), make offers of employment to the relevant Non-Automatic Transferring
Employee to take effect on or before the Closing Date on terms and conditions
which the Seller reasonably considers to be substantially comparable in value,
taken as a whole, to those on which each such Non-Automatic Transferring
Employee was employed by the relevant member of the Seller Group immediately
prior to the relevant offer of employment. Each offer of employment shall treat
any period of service with any member of the Seller Group as if it were service
with the relevant Target Company, save where clause 8.4 applies.


8.4              
 This clause 8.4 applies
where, in order to transfer the Non-Automatic Transferring Employee’s
employment to the relevant Target Company as part of the Reorganisation, the
applicable member of the Seller Group is required to terminate the employment
of such Non-Automatic Transferring Employee and pay severance to such
Non-Automatic Transferring Employee. In this instance, the Non-Automatic
Transferring Employee’s date of commencement of continuous employment shall be
the Employee Transfer Date (unless otherwise provided by applicable law). If a
Non-Automatic Transferring Employee accepts the offer of employment described
in clause 8.3 above, the Seller shall promptly release, or shall procure that
the relevant member of the Seller Group shall promptly release, such
Non-Automatic Transferring Employee from employment with the Seller or relevant
member of the Seller Group and the Seller shall (unless otherwise agreed by the
Parties in writing) be responsible for, and indemnify and keep indemnified the
Purchaser in respect of, any severance or termination payments (including, for
the avoidance of doubt, any end of service or gratuity payments) payable in
accordance with applicable law, contract or any Seller Collective Agreement.


8.5              
 Subject to clause 8.7, the
Parties agree that:  


(a)               
 any employee of a member of
the Seller Group who is under notice of termination of their employment
(regardless of whether such notice is lawful 


	
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(b)               
 or otherwise, or is given by
the employee or a member of the Seller Group), and who would otherwise be a
Non-Automatic Transferring Employee for the purpose of clause 8.3, shall not be
a Non-Automatic Transferring Employee, and shall instead be treated as an Excluded
Employee for the purposes of clause 8.15; and


(c)               
 any Non-Automatic
Transferring Employee that does not accept the offer of employment described in
clauses 8.3, 8.4 or 8.8, for whatever reason, shall instead be treated as a
Excluded Employee for the purposes of clause 8.15.


8.6              
 The Purchaser shall
indemnify and keep indemnified the Seller against all Costs and Liabilities
incurred by any member of the Seller Group (including the Target Companies) in
respect of any act or omission by the Purchaser, or relevant member of the
Purchaser Group, before the Closing Date, in relation to:


(a)               
 any employee referred to in
clauses 8.5(a) above, as a result of which the Seller can demonstrate that that
employee has given notice of termination of their employment and receives any
end of service or gratuity payments or notice pay or pay in lieu of notice; 


(b)               
 any Non-Automatic
Transferring Employee referred to in 8.5(b) above as a result of which the
Seller can demonstrate that that Non-Automatic Transferring Employee treats his
or her employment as having been terminated prior to the Closing Date
(including, but not limited to, all claims relating to severance, termination
pay, pay in lieu of notice or termination and similar obligations); and


(c)               
 any Automatic Transferring
Employee referred to in clause 8.2 above as a result of which the Seller can
demonstrate that that Automatic Transferring Employee objects to an automatic
transfer of his or her employment to the relevant Target Company.


8.7              
 Inactive Non-Automatic Transferring Employees.  Notwithstanding
the provisions of clauses 8.3 and 8.4 and save as required by applicable law,
prior to the Closing Date or Delayed Closing Date as applicable, no Inactive
Non-Automatic Transferring Employee shall be transferred to or otherwise become
employed by the relevant Target Company and each Inactive Non-Automatic
Transferring Employee shall remain an employee of the Seller or the relevant
member of the Seller Group. Following the Closing Date or Delayed Closing Date
as applicable, and subject to the Seller notifying the Purchaser of an Inactive
Non-Automatic Transferring Employee’s return to active employment, the
Purchaser shall as soon as practicable following such return (and in no event
later than 21 Business Days following such return) offer (or shall procure that
the relevant Target Company shall offer) employment to such Inactive Non-Automatic
Transferring Employee consistent with the terms and conditions applicable to
Non-Automatic Transferring Employees in clause 8.3, as applicable; provided
that the Purchaser shall have no obligation to make or procure the making of
any offer to any such Inactive Non-Automatic Transferring Employee who returns
to active employment more than 12 months following the Closing Date or the
Delayed Closing Date, as applicable, except if required by applicable law. For
the avoidance of doubt, any Inactive Non-Automatic Transferring Employee that
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not accept the offer of employment described in this clause
8.7, for whatever reason, shall instead be treated as an Excluded Employee for
the purposes of clause 8.15.


8.8              
 Business Employee
Identification As soon as
reasonably practicable following the date of this Agreement, and in any event
(i) within good time before the transfers under clause 8.2 and the offers of
employment under clauses 8.3 and 8.4 and (ii) within six (6) months from the
date of this Agreement, the Seller shall provide to the Purchaser a working
draft list, and, not later than nine (9) months from the date of this
Agreement, a complete list, in each case of employees of the Seller Group who
are not Target Company Employees and who:  


(a)               
 are identified by the Seller
and whom the Seller has, acting reasonably, determined spend more than 50 per
cent of their working time in or for the Business (including any employees who
are temporarily absent (whether by reason of sickness, disability, maternity
leave, secondment or otherwise)); and/or 


(b)               
 are identified by the Seller
and whom the Seller has, acting reasonably, determined are necessary for the
proper functioning of the Business including its future development which shall
include for the avoidance of doubt employees providing research and design
services and strategic account managers, but excluding in each case any TSA
Employee,


such an
employee being a Business Employee.  


The list provided
to the Purchaser will include the following information in respect of each
Business Employee: job title, division, job location; and job duties.
Thereafter, the Seller shall, acting reasonably and in good faith, consider any
representations that the Purchaser may have in relation to paragraph (b) of
this clause 8.8, and seek and consider the representations of relevant
executives of the Business, before the Seller finally determines which
employees of the Seller Group who are not Target Company Employees should be
treated as Business Employees and whose employment is intended to be
transferred as part of the Reorganisation and the Proposed Transaction to the
Target Companies.  


8.9              
 Retained Employee
Identification As soon as
reasonably practicable following the date of this Agreement and in any event
within good time before the transfers under clause 8.14, the Seller shall,
acting reasonably, determine which employees of the Target Companies: (a) spend 50 per cent or less of their working time in or for
the Business (including any employees who are temporarily absent (whether by
reason of sickness, disability, maternity leave, secondment or otherwise));
and/or (b) are identified by the Seller and whom are not
necessary for the proper functioning of the Business including its future
development (such an employee being a Retained
Employee).  


8.10          
 Business Contractor
Identification As soon as
reasonably practicable following the date of this Agreement and in any event
within good time before Closing or Delayed Closing (as applicable), the Seller
shall provide to the Purchaser a list of independent contractors, apprentices,
workers and consultants engaged by the Seller Group and who are not Target
Company Employees or Business Employees and who:


	
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(a)               
 are identified by the Seller
and whom the Seller has, acting reasonably, determined spend more than 50 per
cent of their working time in or for the Business (including any individuals
who are temporarily absent (whether by reason of sickness, disability,
maternity leave, secondment or otherwise)); and/or


(b)               
 are identified by the Seller
and whom the Seller has, acting reasonably, determined are necessary for the
proper functioning of the Business including its future development, 


such an individual being a Business Contractor.
 


The Seller shall procure that the relevant Target Company
shall in good time prior to the intended Employee Transfer Date (or such longer
period of time before the intended Employee Transfer Date as shall be required
in order to comply with any Seller Collective Agreement or applicable law),
make offers of engagement to the relevant Business Contractors to take effect
on or before the Closing Date on terms and conditions which the Seller
considers are appropriate and provided that any such offers of engagement shall
not increase in aggregate the total cost of the Business in respect of the
Business Contractors on the date of this Agreement by more than 3 per cent. per
annum overall and/or more than 6% per cent. per annum in any single Material
Employment Jurisdiction, except where any changes to such terms of engagement
are made in the ordinary course of business to reflect inflationary increases
in the relevant jurisdiction. In the event that the Seller intends that  such
offers of engagement in respect of the Business Contractors will increase in
aggregate the total cost of the Business in respect of the Business Contractors
on the date of this Agreement by more than 3 per cent. per annum overall and/or
more than 6% per cent. per annum in any single Material Employment
Jurisdiction, except where any such changes to such terms of engagement are
made in the ordinary course of business to reflect inflationary increases in
the relevant jurisdiction the Seller will discuss this with the Purchaser and,
in good faith, reasonably consider any representations made by the Purchaser in
relation to such terms and conditions of engagement.


8.11          
 Benefit Arrangements. The Parties agree that the Seller shall, at
least four months prior to the Closing Date (or such other date as the Parties
may agree), provide the Purchaser with details of the applicable material terms
and conditions of employment and benefits arrangements of the Target Company
Employees and Business Employees generally, provided that, save as required by
applicable law or any term in a contract or Seller Collective Agreement in place
immediately before the date of this Agreement, any such new terms and
conditions of employment and benefit arrangements that are introduced as part
of the Reorganisation or Proposed Transaction shall not increase in aggregate
the total cost of the Business in respect of the Employees on the date of this
Agreement by more than 3 per cent. per annum overall and more than 6% per cent.
per annum in any single Material Employment Jurisdiction, except as otherwise
agreed by the Purchaser and except where any changes to terms and conditions of
employment and/or benefit arrangements are made in the ordinary course of
business to reflect inflationary increases in the relevant jurisdiction.


	
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8.12          
 Wrong-Pocket Arrangements. In the event that the employment of any person
who is not a Business Employee transfers (or is alleged to transfer) to
a Target Company pursuant to applicable law in connection with the Reorganisation
or the Proposed Transaction (such individual being an Undisclosed
Employee), the Parties agree that in respect of each such Undisclosed
Employee:


(a)               
 if such Undisclosed Employee
transfers, or is alleged to transfer, to the relevant Target Company on or
after the Closing Date, the Seller or relevant member of the Seller Group may
within 10 Business Days of being so requested by the Purchaser (provided that
such request is made no later than 3 months after Closing) make to that person
an offer in writing to employ him or her under a new contract of employment
subject to, and to take effect upon, the release referred to in clause 8.13
below; or


(b)               
 if such Undisclosed Employee
transfers, or is alleged to transfer, to the relevant Target Company on or
before the Closing Date, the Seller or relevant member of the Seller Group may
make to that person an offer in writing to employ him or her under a new
contract of employment subject to, and to take effect upon, the release
referred to in clause 8.13 below; and


(c)               
 the offer to be made will be
on the same terms and conditions (including as to period of continuous
employment) as were provided to that person immediately prior to the Employee
Transfer Date.


8.13          
 If:


(a)               
 the Undisclosed Employee
accepts the offer of employment referred to above then the Seller or the
Purchaser (as appropriate) shall procure that the relevant Target Company promptly
releases such Undisclosed Employee from employment with the relevant Target
Company and the Seller shall pay on demand to the Purchaser (or, if prior to
Closing, the Target Company) and from Closing shall indemnify and keep
indemnified the Purchaser in respect of: (i) any sums payable by the Target
Company to or in relation to such Undisclosed Employee under and in connection
with his contract of employment (whether before or after the date on which the
employment of the Undisclosed Employee transfers to the Seller or relevant
member of the Seller Group); and (ii) all Costs or Liabilities incurred by the
Target Company which arise directly or indirectly out of or in connection with
the release, transfer and/or termination of employment of such Undisclosed
Employee; or 


(b)               
 the Seller or relevant
member of the Seller Group does not make an offer of employment to the
Undisclosed Employee or the Undisclosed Employee does not accept the offer of
employment from the Seller or relevant member of the Seller Group in accordance
with clause 8.12(c), then:


(i)                
 if the Employee Transfer
Date occurs prior to Closing, the Seller shall procure that the relevant Target
Company shall terminate the employment of such Undisclosed Employee within 28
days of the Seller being made aware of such transfer either by the Undisclosed
Employee or by the Target Company (whichever is the earlier) or within such
period as required by applicable law in that relevant 


	
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country (such period being the Seller Dismissal
Period), if longer and the Seller shall pay on demand to the Purchaser
(or, if prior to Closing, the Target Company) and from Closing shall indemnify
and keep indemnified the Purchaser in respect of (i) any sums payable by the
Target Company to or in relation to such Undisclosed Employee under or in
connection with his contract of employment (whether before or after the
Employee Transfer Date) and (ii) all Costs or Liabilities incurred by the
Target Company which arise directly or indirectly out of or in connection with
such termination of employment; or


(ii)              
 if the Undisclosed Employee
transfers on or after the Closing Date, provided the Purchaser terminates the
employment of such Undisclosed Employee within 28 days of being made aware of
such transfer either by the Undisclosed Employee or by the Seller (whichever is
the earlier) or within such period as required by applicable law in that
relevant country (such period being the Dismissal
Period), if longer, and the Seller shall pay on demand to the Purchaser
and indemnify and keep indemnified the Purchaser in respect of (i) any sums payable
by the Target Company to or in relation to such Undisclosed Employee under or
in connection with his or contract of employment (whether before or after the
Employee Transfer Date) and (ii) all Costs or Liabilities incurred by the
Target Company which arise directly or indirectly out of or in connection with
such termination of employment, save to the extent any such Costs and
Liabilities are attributable to a discrimination claim arising from any act or
omission by the Purchaser or relevant member of the Purchaser Group.


8.14          
 Retained Employees. Prior to the Closing Date, the Seller shall
use its reasonable endeavours to cause the transfer of employment or engagement
(as applicable) of the Retained Employees and Retained Business Contractors
from the relevant Target Company to the relevant member of the Seller Group
pursuant to the Reorganisation.
 


(a)               
 If, despite using its
reasonable endeavours, the Seller is unable for any reason to cause the
transfer of employment of the Retained Employees from the relevant Target Company to the relevant member of
the Seller Group prior to the Closing Date, then any such Retained Employee shall be treated as an Undisclosed Employee in
accordance with clause 8.12 above, save that the Dismissal Period will commence
from the date on or after the Closing Date which the relevant member of the
Seller Group notifies the relevant Target Company that it has not been able to
cause the transfer of employment.  


(b)               
 If the Seller causes the
transfer of a Retained Employee from the relevant Target Company to the
relevant member of the Seller Group as described in this clause 8.14, the
Seller shall procure that the relevant Target Company promptly releases such
Retained Employee from employment with the relevant Target Company.


8.15          
 Liability for Excluded
Employees. Subject to clause
8.6 and clause 9, the Parties agree that all Costs and Liabilities relating to
the Retained Employees, Existing Seller 


	
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Employees and Former Non-Business Employees
(excluding, for the avoidance of doubt, the Former Business Employees)
(together the Excluded Employees) including but not limited to, wages, salaries, bonuses,
incentive compensation and other periodic outgoings, any payroll taxes and
social security contributions, and any severance, termination payments or
similar obligations (including for the avoidance of doubt any end of service or
gratuity payments or notice pay or pay in lieu of notice) payable in accordance
with applicable law, contract or any Seller Collective Agreement, in respect of
the Excluded Employees, whether those Costs and Liabilities relate to periods
before or after the Closing Date, shall be borne or discharged by the Seller
and shall be deemed to be Excluded Liabilities for the purposes of this
Agreement. For the avoidance of doubt, this shall include, but is not limited
to, all Costs and Liabilities arising out of the employment, engagement or
termination of employment or engagement, whether actual or constructive, of any
Excluded Employee before or after the Closing Date. The Seller shall pay on demand to the Purchaser and
indemnify and keep indemnified the Purchaser in respect of (i) any sums payable
by the Target Company to or in relation to such Excluded Employee and (ii) all
Costs or Liabilities incurred by the Target Company which arise directly or
indirectly out of or in connection with any Excluded Employee.


8.16          
 Liability for Transferred
Employees and Former Business Employees. The Parties agree that, subject to clause 8.4, clause 8.5 and clause 9:


(a)               
 all Costs and Liabilities
relating to the employment of the Transferred Employees including, but not
limited to, wages, salaries, bonuses, incentive compensation and other periodic
outgoings, any payroll taxes and social security contributions in respect of
the Transferred Employees, whether those Costs and Liabilities relate to
periods before or after the Employee Transfer Date (but not including any Costs and Liabilities relating to
Pension Benefits in respect of the Transferred Employees relating to periods
before the Employee Transfer Date); 


(b)               
 all Costs and Liabilities
arising out of the termination of employment, whether actual or constructive,
of any Transferred Employee, whether those Costs and Liabilities relate to
periods before or after the Employee Transfer Date, including, but not limited
to, any severance, termination payments or similar obligations (including for
the avoidance of doubt any end of service or gratuity payments or notice pay or
pay in lieu of notice) payable in accordance with applicable law, contract or
any Seller Collective Agreement;
and


(c)               
 all Costs and Liabilities relating to the
employment and termination of employment of the Former Business Employees
payable in
accordance with applicable law, contract or any Seller Collective Agreement whether those Costs and
Liabilities relate to periods before or after the Closing Date,


shall
be borne or discharged by the Purchaser or the relevant member of the Purchaser
Group and shall be deemed to be Assumed Liabilities for the purposes of this
Agreement. The Purchaser shall pay on demand to the Seller and indemnify and
keep indemnified the Seller for Costs and Liabilities incurred by the Seller
and which are the Purchaser’s responsibility under this clause 8.16. For the
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nothing in this clause 8.16 shall prevent the Target
Companies from making a payment to any Transferred Employee in respect of any
accruals in relation to the above amounts where required by applicable law.


8.17          
 Liability for Severance
or Termination Payments. Without
prejudice to clauses 8.4 and 8.16, the Seller shall be responsible for, and
shall indemnify and keep indemnified the Purchaser, in relation to any
severance, termination payments or similar obligations (including for the
avoidance of doubt any end of service or gratuity payments or notice pay or pay
in lieu of notice) payable in accordance with applicable law, contract or any
Seller Collective Agreement by any member of the Seller Group including for the
avoidance of doubt any Target Company, to any employee of the Seller Group
including any employee of a Target Company, which becomes payable as a result
of the implementation of the Reorganisation.  


8.18          
 International assignees
and foreign workers. Where
applicable law does not provide for the automatic transfer of employment of any
International Assignee who is determined to be a Business Employee in
accordance with clause 8.8, such International Assignee will be a Non-Automatic
Transferring Employee and be treated as such in accordance with clauses 8.3 or
8.4 as the case may be, noting that terms and conditions for the purposes of
this clause shall include the terms and conditions governing their
international assignment. Prior to the Closing Date, the Seller shall use its
reasonable endeavours to ensure that all Employees who require immigration
approvals to be employed by a Target Company to work within the Business have
obtained all required documentation and approvals (including all necessary work
permits and visas) and have (and at the Closing Date or Delayed Closing Date
will continue to have) the right to work in the Business in the Target Company
within the relevant jurisdictions. If the Seller has, despite its reasonable endeavours, not obtained all
required documentation and approvals for any such Employee, the Seller and
Purchaser shall discuss the issue in good faith with a view to reaching a
reasonable resolution to procure the transfer of such Employee to the relevant
Target Company. 


8.19          
 Employee Census. Subject to
applicable law, and in such timescale as the Parties may agree, but in any event at least four months
prior to the Closing Date, the Seller shall provide to
the Purchaser with a census that is true and accurate in all material
respects and which provides a list of the Business
Employees and the Target Company Employees
together with all key role vacancies in the Business.
The list will include the following information in respect of each employee: employment identification number (subject
to restrictions under applicable law), job title, division, job location, date
of hire, employer, full or part time, active or on long-term approved or
statutory leave of absence (and if on leave, the nature of the leave and the
expected return date), any visa/work permit requirements, base salary or wage
rate and incentive compensation opportunities. Five Business Days prior to the
Closing Date (or such other date as the Parties may agree), the Seller shall
provide the Purchaser with an updated final version of such list. Following
Closing, in respect of any Delayed Employees, the
Seller shall continue to provide periodical updates to the census in respect of any relevant country on such dates as
agreed by the Parties with the final employee census being provided five
Business Days prior to the final Delayed Closing. The Seller shall update the
Purchaser on the status of the acceptances made by the Non-Automatic
Transferring Employees during meetings of the Project Board.  


	
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Information and Consultation.


8.20          
 The Seller shall, and shall
procure that the Target Companies and the Seller’s Affiliates (as applicable)
shall, inform and / or consult, as applicable, with their respective employees
and/or employee representatives, as applicable, regarding the Reorganisation
and the Proposed Transaction in accordance with the requirements of applicable
law (including, where applicable, the Transfer Regulations) and any collective
bargaining agreements, works council agreements or any agreements with any
other employee representative body which is applicable to the Seller Group
and/or the Target Companies (whether on an industry level or otherwise)
(individually, a Seller Collective Agreement
and collectively, the Seller Collective Agreements). The Seller
shall indemnify and keep indemnified the Purchaser against all Liabilities
which the Purchaser or any of the Target Companies may suffer or incur in
connection with any failure to carry out any such information and consultation
processes in connection with the Reorganisation and the Proposed Transaction,
in accordance with an applicable law or the Seller Collective Agreements,
unless such failure to comply is directly or indirectly attributable to any act
or omission by the Purchaser or any of its Affiliates. Such Liabilities shall
be Excluded Liabilities for the purposes of this Agreement.


8.21          
 The Purchaser shall, and
shall procure that its Affiliates (as applicable) shall, inform and / or
consult with their respective employees and/or employee representatives as
applicable, in connection with the Reorganisation and the Proposed Transaction
in accordance with the requirements of applicable law and any collective bargaining
agreements, works council agreements or any agreements with any other employee
representative body which is applicable to the Purchaser Group (whether on an
industry level or otherwise) (individually, a Purchaser Collective
Agreement and collectively, the Purchaser Collective Agreements).  The Purchaser shall indemnify and keep
indemnified the Seller against all Liabilities which the Seller or any of the Target Companies may suffer or incur in connection with
any failure to carry out any such information and consultation processes in accordance
with an
applicable law or the Purchaser Collective Agreements, unless such failure to
comply is directly or indirectly caused by any act or omission by the Seller or any of its
Affiliates. Such Liabilities shall
be Assumed Liabilities for the purposes of this Agreement.


8.22          
 The Seller shall, and shall
procure that each relevant Seller Affiliate (including the Target Companies)
shall, commence any information and / or consultation processes in connection
with the Reorganisation and the Proposed Transaction required under any
applicable law and/or Seller Collective Agreements (or if such process has
already been commenced, the Seller will continue such process) as soon as
reasonably practicable after the date of this Agreement, and use reasonable
efforts to complete such processes in a timely manner.


8.23          
 The Purchaser shall, and
shall procure that each relevant Purchaser Affiliate shall, commence any
information and / or consultation processes in connection with the
Reorganisation and the Proposed Transaction required under any applicable law
and/or Purchaser Collective Agreements in relation to the Purchaser’s or
Purchaser Affiliate’s employees and/or employee representatives (or if such
process has already been commenced, the Purchaser will continue such process)
as soon as reasonably 


	
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practicable after the date of this Agreement, and use
reasonable efforts to complete such processes in a timely manner.


8.24          
 Each Party shall be entitled
to enter into any agreements or arrangements with, or in relation to, their
respective employees and/or employee representatives in connection with the
relevant information and consultation processes as they consider reasonable and
appropriate for the purposes of the Reorganisation and the Proposed Transaction
save that in the event that any Party (including any Target Company) is
required to enter into an agreement or arrangement that is binding upon and has
a material effect on any Target Company, such Party shall notify the other
Party of the material terms of the agreement or arrangement and shall, in good
faith and acting reasonably, take account of any reasonable comments or
proposals of the other Party in relation to such terms or
arrangements.


8.25          
 Subject to applicable law
and the terms of any applicable Seller Collective Agreements and Purchaser
Collective Agreements, the Purchaser shall, and shall cause its Affiliates to,
and the Seller shall, and shall cause its Affiliates (including the Target
Companies) to, provide the other Party with such information and assistance at
such times as that other Party may reasonably request or as may be reasonably
necessary for it or any of its Affiliates to complete in due course any formal
or informal requirement to inform or consult with their employees, a relevant
trade union, a relevant works council, or any other employee representatives in
connection with the Reorganisation and the Proposed Transaction. The Seller and
the Purchaser shall update the other Party on a regular basis on the status of
such information and consultation processes during meetings of the Project
Board.  


8.26          
 The Seller shall indemnify
and keep indemnified the Purchaser against all Costs and Liabilities incurred
by the Purchaser or its Affiliates (as appropriate) in respect of any failure
by the Seller to provide information and reasonable assistance to the Purchaser
in accordance with clause 8.25 above and the Purchaser shall indemnify and keep
indemnified the Seller against all Costs and Liabilities incurred by the Seller
or its Affiliates (including the Target Companies) in respect of any failure by
the Purchaser to provide information and reasonable assistance to the Seller in
accordance with clause 8.25 above or as a result of the Purchaser’s failure to
inform the Seller of any measures the Purchaser may consider taking in respect
of the Target Companies, to take effect on or after Closing (or take after
Closing) in respect of the Transferred Employees.


8.27          
 Subject to clause 8.4, the
Seller and the Purchaser shall not, and shall use reasonable efforts to procure
that their respective Affiliates shall not, take any actions to cause the
Employees not to become employees of the Target Companies, or not to remain
employees of the Target Companies (as applicable), prior to the Closing Date or
Delayed Closing Date, as applicable.
 


Cash bonuses.  


8.28          
 If required
in order to comply with any provision of this Agreement or applicable law, the
Purchaser Group shall establish and administer new cash bonus plans for the
Transferred Employees (the Purchaser Bonus Plans) on and from the
Closing Date or relevant Delayed Closing Date.


	
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8.29          
 Except to the extent that
such amounts have been paid by the Seller (or a member of the Seller Group or a
Target Company) in accordance with clause 8.31 below:


(a)               
 the Pro Rated Cash Bonuses
(gross of any Employee Taxes required to be withheld or deducted from such Pro
Rated Cash Bonuses) in respect of the Transferred Employees shall be accrued in
the Closing Statement together with (in accordance with paragraphs 19 and 20 of
Part B of Schedule 11) any Employer Taxes on such Pro Rated Cash Bonuses. Any
Relief arising from such Pro Rated Cash Bonuses shall be taken into account in
the Closing Statement in accordance with paragraphs 19 and 20 of Part B of
Schedule 11;


(b)               
 the Seller shall provide to
the Purchaser a list of the amounts payable to each Transferred Employee (gross of any Employee Taxes), within 60 days after the Closing Date or
relevant Delayed Closing Date; and  


(c)               
 subject to receipt by the
Purchaser of the list referred to in clause 8.29(b) above, the Purchaser shall,
or shall procure that a member of the Purchaser Group shall, on or around the
first normal bonus payment date under the applicable Seller Bonus Plan
following the Closing Date or relevant Delayed Closing Date, pay to each
Transferred Employee the amount of the pro rata cash bonus that is due to such
Transferred Employee under such list (the Post-Closing Cash
Bonus). 


8.30          
 To the extent a member of
the Purchaser Group pays a Post-Closing Cash Bonus to a Transferred Employee
pursuant to clause 8.29(c) above, such member of the Purchaser Group shall
withhold and deduct from such Post-Closing Cash Bonus any Employee Taxes
required by law to be so withheld or deducted in respect of such Post-Closing
Cash Bonus and shall account for such amounts (together with any Employer Taxes
thereon) to the relevant Tax Authorities when due.


8.31          
 The Seller may or may
procure that the relevant member of the Seller Group or a Target Company may,
pay to the Transferred Employees prior to the Closing Date an amount equal to
the Pro Rated Cash Bonuses.


8.32          
 The Seller shall (in the
case of Pro Rated Cash Bonuses paid prior to the Closing Date pursuant to
clause 8.31 above) procure that the relevant Target Companies account to the
relevant Tax Authority for any Employee Taxes and Employer Taxes in respect of
such Pro Rated Cash Bonuses to the extent that such Employee Taxes and Employer
Taxes are due and payable to a Tax Authority prior to Closing. Any Employer
Taxes in respect of such Pro Rated Cash Bonuses which are due and payable to a
Tax Authority on or after Closing will be accrued in the Closing Statement in
accordance with paragraphs 19 and
20 of Part B of Schedule 11. Any
Relief arising in respect of Pro Rated Cash Bonuses paid prior to the Closing
Date in accordance with clause 8.31 above shall be taken into account in the
Closing Statement in accordance with paragraphs 19 and 20 of
Part B of Schedule 11. 


Share-based incentive schemes. 


8.33          
 The Seller shall and shall
procure that the relevant members of the Seller Group use all reasonable
endeavours to recover any Employee Taxes arising as a result of the grant,
cancellation, exercise or vesting of any awards granted by any member of the 


	
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Seller Group to a Transferred Employee under the Seller
Share Plans from each such Transferred Employee as soon as reasonably
practicable after Closing (or the relevant Delayed Closing, as applicable),
including without limitation by withholding from consideration payable to such
Transferred Employee in consideration for the sale of any options or shares
acquired by him or her under any award. The Seller shall promptly account to the
Purchaser for any amounts so recovered and provide prompt details of the grant,
cancellation, exercise or vesting of awards granted by any member of the Seller
Group to a Transferred Employee under the Seller Share Plans to the Purchaser
that are sufficient for a member of the Purchaser Group to report the relevant
event through payroll. The Seller’s obligation to recover and account to the
Purchaser for amounts under this clause 8.33 shall be subject to the Purchaser
co-operating with the Seller to enable the Seller to satisfy that obligation.


8.34          
 There shall be accrued in
the Closing Statement an amount equal to any Employer Taxes arising as a result
of the grant, cancellation, exercise or vesting of any such awards granted to a
Transferred Employee in accordance with paragraphs 19 and 20 of
Part B of Schedule 11. Any Reliefs arising from such grant, cancellation,
exercise or vesting shall be taken into account in the Closing Statement in
accordance with paragraphs 19 and
20 of Part B of Schedule 11.


8.35          
 The Purchaser shall procure
that each relevant Target Company accounts to the relevant Tax Authorities for
any Employee Taxes and Employer Taxes arising as a result of the grant,
cancellation, exercise or vesting of any awards granted by any member of the
Seller Group to a Transferred Employee under the Seller Share Plans which are
payable by it to a Tax Authority after Closing (or a relevant Delayed Closing,
as applicable) when due. 


8.36          
 The Seller Group shall
complete all reporting (excluding payroll reporting for events occurring after
Closing) required in relation to events arising under the Seller Share Plans.


8.37          
 Protection of terms and
conditions and termination rights post-Closing. The Purchaser shall procure that for a period of 12
months following the Closing Date or Delayed Closing Date (as applicable):


(a)               
 each Transferred Employee
will continue to receive at least the same basic salary or wages; and


(b)               
 each Transferred Employee
will continue to receive benefits (whether contractual or otherwise), which the
Purchaser reasonably consider to be substantially comparable in value, taken as
a whole, to the benefits of such Transferred Employee immediately prior to the
Closing Date.


8.38          
 If the employment of any
Transferred Employee is terminated by reason of redundancy within 12 months
following the Closing Date, the Purchaser shall procure that there shall be
provided to such Transferred Employee, benefits which are at least equivalent
to those provided under such redundancy and severance policies and benefits
(and giving due credit to the Transferred Employees for any additional service
or earnings from the Employee Transfer Date onwards) as were applicable in
respect of the particular Transferred Employee immediately prior to the Closing
Date.


8.39          
 Benefit
arrangements/service continuity. Save in respect of
any Non-Automatic Transferring Employees whose employment as part of the
Reorganisation has been 


	
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terminated with the applicable member of the Seller Group
and has been paid severance (so that their date of continuous employment shall
be the Employee Transfer Date at set out in clause 8.4 (unless otherwise
provided by applicable law)), each Transferred Employee shall have their
service with the Seller Group and their respective predecessors recognised
under any employee benefit plans or arrangements of the Purchaser Group for all
purposes of eligibility, vesting and accrual of benefits to the extent past
service was recognised for such Transferred Employee under a comparable plan or
arrangement immediately prior to the Closing Date. Notwithstanding the
foregoing, nothing in this clause 8.39 shall be construed to require
recognition of service for the purposes of calculation of employee benefits
where the benefit plan does not allow for such recognition of past service or
that would result in:


(a)               
 duplication of benefit;


(b)               
 recognition of service for
any purposes under any plan or arrangement for which participation, service
and/or benefits accrual is frozen or any post-retirement benefit; or


(c)               
 recognition of service under
a newly established plan or arrangement for which prior service is not taken
into account for employees of the Purchaser Group generally.


8.40          
 Retention Agreements. The Parties agree that there is a requirement
to incentivise the key Employees of the Business during the Reorganisation and
the Proposed Transaction and, as such, it is appropriate to provide such
Employees with retention agreements. The Seller agrees to identify the
appropriate Employees of the Business to receive such agreements and inform the
Purchaser of the roles of such Employees and the proposed terms of the
agreement the Seller intends to put in place for such Employees. The Parties
agree to discuss the retention arrangements promptly following signing of this
Agreement. The Seller shall, acting reasonably and in good faith, listen to and
consider any representations that the Purchaser may have in relation to
identification of such roles and the terms of any such agreements. The Seller
shall not put in place any retention agreements with any Employees which relate
to any period of an Employee’s employment after the Closing Date without the
consent of the Purchaser in writing. Liabilities in relation to any retention
agreements with any Employees shall be borne as follows:


(a)               
 the Seller shall bear and be
responsible for all Liabilities and Costs in relation to retention arrangements
in so far as they relate to any period of an Employees’ employment before and
at the Closing Date, and the Seller shall pay on demand to the Purchaser and
indemnify and keep indemnified the Purchaser in respect of any sums payable by
the relevant Target Company to or in relation to any Employee in connection
with such retention agreements in respect of such period, including any payroll taxes or social security
contributions (or similar Taxes) incurred by any Target Company (and not
recoverable from an Employee) in respect of such payments;


(b)               
 subject to the Purchaser
having consented to the retention arrangements, the Purchaser shall bear and be
responsible for all Liabilities and Costs in relation to retention arrangements
in so far as they relate to any period of an 


	
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Employee’s employment after the Closing Date,
and the Purchaser shall pay on demand to the Seller and indemnify and keep
indemnified the Seller in respect of any sums payable by the Seller or any
member of the Seller group to or in relation to any Employee in connection with
such retention agreements in respect of such period, including any payroll taxes or social security
contributions (or similar Taxes) incurred by any member of the Seller Group in
respect of such payments.


8.41          
 Delayed Employees. The Parties intend and agree that:


(a)               
 the employment of the
Delayed Employees who are employed in a Delayed Business Interest shall not be
transferred by the Seller or another member of the Seller Group to the Target Companies
on and from the Employee Transfer Date but shall transfer on and from the
Delayed Closing Date which relates to the Delayed Business Interest associated
with that Delayed Employee;


(b)               
 notwithstanding the
intention at clause 8.41(a), if the contract of employment of any Delayed
Employee who is employed in a Delayed Business Interest is found or alleged to
have effect at any time prior to the Delayed Closing Date as if originally made
with the Target Companies as a consequence of this Agreement, clause 8.12 and
8.13 shall not apply in relation to that Delayed Employee and as a result the
Parties shall in good faith seek to agree as soon as reasonably practicable how
best to deal with such unintended transfer or allegation of transfer having
regard to the reason why the individual’s transfer to the Target Companies was
delayed but provided that, if the Parties are unable to reach such agreement
within a reasonable period and if it is agreed that such Delayed Employee’s
contract of employment has so transferred, then such Delayed Employee shall be
treated from the time he actually became so employed as a "Transferred
Employee" (and no longer a Delayed Employee) for the purposes of this
Agreement;


(c)               
 subject to clauses 8.41(d)
and 8.41(e), no provisions in clauses 8.1 or 8.3 shall require the Target
Companies to employ, or make an offer to employ, a Delayed Employee, on and
from the Employee Transfer Date;


(d)               
 clause 8.1 shall be amended
to the extent required so that it applies to Delayed Employees and, in respect
of such Delayed Employees, references to the "Employee Transfer Date"
shall be replaced with references to the "Delayed Closing Date" which
relates to the Delayed Target Company or Delayed Business Interest associated
with that Delayed Employee;


(e)               
 clauses 8.3 and 8.4 shall be
amended to the extent required so that it applies to Delayed Employees and, in
respect of such Delayed Employees, references to the "Employee Transfer
Date" shall be replaced with references to the "Delayed Closing Date
which relates to the Delayed Target Company or Delayed Business Interest
associated with that Delayed Employee; and


(f)                
 clause 8.12 and 8.12 shall
be amended to the extent required so that it applies on each Delayed Closing
Date in respect of any person who is not at that time a Delayed Employee and
any references to the "Employee Transfer Date" shall be replaced with
references to that "Delayed Closing Date".


	
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8.42          
 Notwithstanding the
provisions of clause 8.41 above, the Parties agree that each Delayed Employee
in relation to any Delayed Jurisdiction which moves to a Delayed Closing shall,
with effect from and including the Closing Date, be treated for economic
purposes as if he is employed by the Target Companies, and as a consequence
will be deemed to be a "Transferred Employee" (meaning that the
Purchaser will be economically responsible for all Costs and Liabilities
relating to his or her employment (including any payroll taxes and social
security contributions) or termination of his or her employment irrespective of
whether those Costs and Liabilities relate to periods before or after the
Closing Date, and the Purchaser
shall indemnify the Seller for any such Costs and Liabilities incurred by any
member of the Seller Group in respect of the same). Any amounts payable
pursuant to this clause 8.42 shall be borne and paid by the Purchaser (the
indemnity under this clause 8.42 being the HR Indemnity) . For the avoidance of doubt, no provision of:


(a)               
 this clause 8.42 shall
entitle the Seller or any member of the Seller Group to recover any amount in
respect of any Delayed Employee if that would entitle the Seller or member of
the Seller Group to recover more than once in respect of the same amount under
this Agreement; and


(b)               
 this Agreement, including
this clause 8 shall require the Purchaser to indemnify the Seller for any Costs
or Liabilities that have been incurred as a result of or in connection with a
breach by the Seller of clause 11.2 or Schedule 3 in relation to any Delayed
Business Interest or Delayed Target Company (pending the relevant Delayed
Closing Date).


8.43          
 Subject to clause 5.5 and
save in so far as it is not legally possible in the relevant country to do so,
the Parties shall cooperate to make arrangements for the services of any
Delayed Employee to be made available on an interim basis and on agreed terms
to the Purchaser Group (including but not limited by way of secondment) from
the Closing Date until such time as his or her employment is transferred to the
Purchaser Group or is terminated (if earlier).


8.44          
 France Business. From the date of this Agreement until the
Closing Date (or, if not completed by the Closing Date, until the Delayed
Closing Long-stop Date), each of the Seller and the Purchaser will cooperate in
good faith to consult with and obtain the opinion of any competent works
council(s) in France for the purposes of the Reorganisation in so far as it relates
to France and the Proposed Transaction (the French Works Council(s)).
The Seller shall, and shall cause its relevant Affiliates, to comply with any
requirement to provide notice to, and engage in any required consultation with,
the French Works Council(s). Notwithstanding any other provision of this
Agreement, before the date of the France Put Option Exercise:


(a)               
 this Agreement shall not
constitute a binding agreement to transfer the France Business to the Target
Companies or any Delayed Target Companies or otherwise to sell or purchase (directly
or indirectly) the France Business;


(b)               
 clauses 1, 5, 6, 8, 9 and 13
shall not apply to or in respect of the France Business;


(c)               
 the term "Assumed
Liabilities" shall be deemed to exclude the France Assumed Liabilities; 


	
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(d)               
 the terms
"Employees", "Target Company Employees" and "Business
Employees" shall be deemed to exclude the France Employees; and


(e)               
 the Seller and the Purchaser
shall negotiate in good faith to agree to any local agreements as may be
required in order to give effect to the principles set out in this clause ‎8.44.


8.45          
 Employee consultation in
the Netherlands. The Seller
undertakes to consult with any competent works council(s) in the Netherlands
for the purposes of the Reorganisation in so far as it relates to the
Netherlands in accordance with the provisions of Schedule 26.


9.                  
 Pension assets and
liabilities


9.1              
 Stand-alone pension
plans. The following provisions
in clause 9.1 shall apply in relation to a Stand-alone Pension Plan unless
otherwise agreed in writing by the Purchaser and the Seller. In the case of the
Sweden Pension Plan, clause 9.33 shall apply. In all other cases, the Seller
Group will assume sponsorship of and responsibility for each Stand-alone
Pension Plan with effect from such date as the Seller determines, which shall
be on or before the Closing Date such that the relevant Target Company will
have no liability in relation to that Stand-alone Pension Plan. Any Stand-alone
Pension Plan shall not increase the level of benefit provision in respect of
the Transferring Members except as required by local law or otherwise agreed by
the Purchaser. The actions to be taken under this clause are the Stand-alone
Pension Plan Transitions and the obligations of the Parties in relation
to them are also governed by and
subject to clause 9.14. All Stand-alone
Pension Plans that a Target Company shall maintain or sponsor as at the Closing
Date following the Stand-alone Plan Transitions shall be Transferring
Stand-alone Pension Plans. 


9.2              
 Transfers to Retained
Seller Pension Plans from Transferring Stand-alone Pension Plans.  Unless
the Purchaser determines otherwise, the following provisions apply to all
Transferring Stand-alone Pension Plans. Where any of the Target Companies will
retain responsibility for a Transferring Stand-alone Pension Plan at the
Closing Date, and, prior to the Closing Date, members and beneficiaries other
than Transferring Members have accrued Pension Benefits in that Transferring
Stand-alone Pension Plan, those Pension Benefits shall be transferred to a
Retained Seller Pension Plan and such transfer shall be implemented in a manner
which is consistent with the principles set out in clauses 9.4 to 9.11 below,
and the discharge in 9.13 shall apply in the same manner. The transfers to be
carried out under this clause are the Retained Seller Liability Transfers
and the obligations of the Parties in relation to them are also governed by and
subject to clause 9.14.


9.3              
 Transfers to Target
Company Pension Arrangements from In-scope Retained Seller Pension Plans. Clauses 9.4 to 9.11 below shall, unless
otherwise agreed in writing by the Seller and the Purchaser, apply in relation
to each In-scope Retained Seller Pension Plan. The actions to be taken under
clauses 9.4 to 9.11 below are the Target Company Liability Transfers
and the obligations of the Parties in relation to them are also governed by and
subject to clause 9.14.


9.4              
 One or more Target Companies
will establish or sponsor Target Company Pension Arrangements which shall meet
such legal requirements and satisfy such conditions as are necessary in order
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administration (where the applicable In-scope Retained Seller Pension Plan had such tax-favoured status) and to accept a
transfer of Past Service Benefits, and of any underlying plan assets, in
respect of the Transferring Members who were members of the in-Scope Retained
Seller Pension Plans. The Seller
shall, as soon as reasonably practicable following the date of this Agreement
and, in any event, in good time prior to the Employee Transfer Date, provide
the Purchaser with details of the defined benefit plans or defined benefit
arrangements which it proposes will constitute or form part of the Target
Company Pension Arrangements. The Seller shall provide any information
reasonably requested by the Purchaser in relation to any defined benefit
arrangements under such proposed Target Company Pension Arrangements and the
Seller shall, in good faith and acting reasonably, consider any representations
made by the Purchaser in relation to the proposed Target Company Pension
Arrangements the Seller intends to put in place and the proposed mechanism for
the transfer of the Transferring Pension Liabilities. No Target Company Pension
Arrangement shall:


(a)               
 provide Pension Benefits in
respect of persons other than Transferring Members; and 


(b)               
 increase the level of
benefit provision in respect of the Transferring Members except as required by
local law or otherwise agreed by the Purchaser.  


9.5              
 Subject to clauses 9.6, 9.7
and 9.9 below, and to the extent not already transferred before the date of
this Agreement, the Seller shall determine whether and to what extent any
underlying plan assets in respect of any transferred Past Service Benefits of
Transferring Members (the amount of such assets in respect of each such
transfer being the Relevant Transfer Amount in respect of such
transfer) shall be transferred from an In-Scope Retained Seller Pension Plan to
the relevant receiving Target Company Pension Arrangements.  


9.6              
 When making the
determination under clause 9.5 in relation to each Relevant Transfer Amount,
but subject to clause 9.7 below, in relation to an In-Scope Retained Seller
Pension Plan that is Funded, the Seller will use reasonable endeavours to
ensure that the Relevant Transfer Amount is at least equal to a proportion of
the scheme assets, with that proportion being the same as the percentage of the
scheme liabilities that are being transferred.


9.7  
 If applicable law or
governing regulations require that a particular amount of assets be transferred
in respect of the transferred Past Service Benefits, or such an amount must be
transferred in order to obtain any Third Party Consent, that amount shall be the
Relevant Transfer Amount in respect of those Past Service Benefits, and shall
accordingly be transferred from the Retained Seller Pension Plan to the
receiving Target Company Pension Arrangement on such date as the Seller
determines.  


9.8  
 To the extent not already
paid prior to the date of this Agreement, each Relevant Transfer Amount will be
paid in cash and/or such form of assets held in the Retained Seller Pension
Plan as is selected by the Seller’s Actuary and agreed by the Purchaser
Actuary, both acting reasonably, or otherwise by the person responsible for the
management of the Retained Seller Pension Plan, as a representative selection
of the asset portfolio held by the relevant Retained Seller Pension Plan. The
Seller shall determine the due date for each payment of the Relevant Transfer
Amount.  


	
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9.9              
 No transfer of assets shall
be made under clause 9.8 above in respect of the Past Service Benefits of any
Transferring Member to the extent that:


(a)               
 applicable law does not
permit such transfer; or


(b)               
 the relevant Target Company
Pension Arrangement does not assume responsibility for such Past Service
Benefits.


9.10          
 Subject to applicable law
and to clause 9.11, each Target Company Pension Arrangement shall provide, for
and in respect of each Transferring Member that transfers to it, Pension
Benefits in respect of service before the date of their admission to the Target Company Pension
Arrangement which in the opinion of
the Seller Actuary as at that date are substantially equivalent in value to the
Past Service Benefits for and in respect of such Transferring Member (though
for the avoidance of doubt defined contribution benefits will not be provided
in substitution for defined benefits).


9.11          
 The Seller shall determine
in good faith whether the Past Service Benefits for or in respect of any
Transferring Member are to be transferred by consent or on a without consent
“bulk transfer” basis. Following Closing, if any relevant transfer has not been
implemented, the Purchaser shall make the same determination in respect of any
Transferring Stand-alone Pension Plan in relation to any Retained Seller
Liability Transfer.


9.12          
 In relation to any Retained
Seller Pension Plan which is Funded, the Seller’s obligation to procure that
the relevant Target Company Pension Arrangement provides Pension Benefits under
clause 9.10 above shall be subject to the receipt of the Relevant Transfer
Amount in respect of such Retained Seller Pension Plan by the Target Company
Pension Arrangement.


9.13          
 As a result of and under the
terms of each Target Company Liability Transfer, to the extent permitted by law
the relevant Target Company Pension Arrangement will assume all liabilities in
respect of the Past Service Benefits of the Transferring Members who transfer
to it, and the Retained Seller Pension Plan will be discharged in relation to
them.


9.14          
 Obligations of the
Parties in relation to the Pension Arrangement Actions.


(a)               
 Timing. The Parties agree to act in accordance with the
remainder of this clause 9.14 to achieve the implementation of the Pension
Arrangement Actions on or before Closing. If, due to the need to obtain Third
Party Consents or other reasons outside the control of the Parties, it is not
possible to achieve this in relation to any particular Pension Arrangement
Action, the Parties agree to cooperate to ensure that such Pension Arrangement
Action is implemented as soon as practicable after Closing.


(b)               
 Late Pension Transfers. If any Target Company Liability Transfer is
not implemented on or before the Closing Date (in which case it will be a Late
Pension Transfer), the Seller and the Purchaser will discuss, in good
faith, whether any modification of the calculation of the Pension Liability in
respect of the assets and liabilities to which the Late Pension Transfer
relates will be appropriate.


	
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(c)               
 Other late Pension
Arrangement Actions. If any
Retained Seller Liability Transfers or Stand-alone Pension Plan Transition is
not implemented on or before the Closing Date, the Purchaser will not during
the period between the Closing Date and the date on which the relevant Pension
Arrangement Action is completed, increase the level of benefit provision under
the Stand-alone Pension Plan, except as required by local law or otherwise
agreed by the Seller (such agreement not to be unreasonably withheld or
delayed). If any Target Company Liability Transfer is not implemented on or
before the Closing Date, the Seller will not during the period between the
Closing Date and the date on which the relevant Pension Arrangement Action is
completed, increase the level of benefit provision under the In-scope Retained
Seller Pension Plan in relation to the Transferring Members, except as required
by local law or otherwise agreed by the Purchaser (such agreement not to be
unreasonably withheld or delayed).


(d)               
 Delayed Jurisdictions. If any of the Pension Arrangement Actions need
to be implemented in a Delayed Jurisdiction, clauses 9.1-9.14 and 9.17-9.18
will apply in respect of those jurisdictions, but with references to Closing
and the Closing Date being taken where appropriate as references to Delayed
Closing and the Delayed Closing Date for that jurisdiction. 


(e)               
 Pre-Closing obligations. Before Closing, the Seller will take all
necessary steps (consistent with applicable law, governing rules and regulatory
requirements) and obtain any Third Party Consents that are required to
implement the Pension Arrangement Actions on or before Closing. For this
purpose, the Seller may procure the provision by any Target Company of any
guarantees, other financial support or other comfort that is reasonably
required by any third party from whom Third Party Consent is required (a Relevant
Third Party). The Purchaser will provide all reasonable necessary
assistance to the Seller, which could include providing the relevant member of
the Seller Group or any Relevant Third Party with such information as the
Seller or that third party may reasonably request in writing, including any
information necessary in order to inform and consult with Employees in relation
to the Pension Arrangement Actions,
but will not require the Purchaser Group to provide any guarantees, other financial support or other comfort.


(f)                
 Post-Closing obligations. After Closing, the respective obligations of
the Seller and the Purchaser in paragraph (e) above will apply jointly to both
of the Parties. 


9.15          
 Disclosure of information
relating to Pension Arrangements and multi-employer plans. As soon as reasonably practicable and, in any
event, no later than 120 days of the date of this Agreement, the Seller will
provide to the Purchaser and the Purchaser’s Actuary:  


(a)               
 a list of each Pension Arrangement in which the Employees
participate or to which a Target Company has any liability; and


	
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(b)               
 a list of each
multi-employer or industry-wide retirement benefit plan in which any Employees participate or to which any Target
Company has paid contributions in
2018, and the following information in respect of them: 


(i)                
 for each plan, specification
of whether the plan benefits are determined on a defined benefit or a defined
contribution basis;


(ii)              
 in the case of any plan that
provides benefits on a defined benefit basis (a Multi-employer DB Plan),
the following information to the extent applicable and available to the Seller
(the Seller having made reasonable efforts to obtain such information):


(A)             
 the details that the Seller
has on the benefit accrual formulae of the plan;


(B)             
 the details that the Seller
has on how employer contributions to the plan are determined (including whether
the Seller is aware of any deficit contributions being paid or payable);


(C)             
 the amount of the
contributions that were payable in 2018 by each Target Company participating in
the plan; 


(D)             
 the total headcount and
covered payroll for active plan members employed by a Target Company in 2018.


(E)              
 an estimate or calculation
of the Seller's withdrawal liability in relation to the plan; 


(F)              
 the overall funded status of
the plan (including whether it is on a critical list); and 


(G)             
 an estimate of the Seller's
potential liability in relation to the plan on a mass withdrawal basis


9.16          
 Multi-employer DB Plans. When determining the Pension Liability, the
Seller Actuarial Basis will be used to value liabilities in respect of
Multi-employer DB Plans unless the Purchaser elects to challenge that valuation
basis and seek modifications to it (in respect of specified Multi-employer DB
Plans only) in accordance with this clause.


(a)                                             
 If, following the review of
the information provided in respect of any Multi-employer DB Plans in
accordance with clause 9.15(b)(ii), the Purchaser considers that the Seller
Actuarial Basis would not provide a fair value of the liabilities in respect of
any Multi-employer DB Plan for the relevant Target Company and that the Seller
Actuarial basis should therefore be modified in respect of that plan, it may
elect to challenge the valuation basis.


(b)                                             
 The Purchaser must notify
the Seller in writing of its challenge no later than 90 days after having
received that information required by clause 9.15(b)(ii). If the Purchaser
wishes to challenge the valuation basis in respect of more than one
Multi-employer DB Plan all such challenges must be specified in the same
notice. 


	
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(c)               
 The notice must include a
written statement from the Purchaser’s Actuary setting out reasons for the
Purchaser’s challenge to the valuation basis and details of the modifications
to the Seller Actuarial Basis that the Purchaser’s Actuary considers
appropriate in respect of each relevant Multi-employer DB Plan. 


(d)              
 The Seller will consider the
representations made by the Purchaser and the Purchaser’s Actuary in good
faith. The Seller and Purchaser and their respective actuaries shall use
reasonable endeavours to agree on whether modifications to the Seller Actuarial
Basis are appropriate valuation for each such Multi-employer DB Plan, provided
that no such modifications may result in a double counting of the liability of
any Target Company to contribute to a Multi-employer DB Plan to the extent that
the cost is already taken into account in the Pension Liability. If they agree
on modifications to the Seller Actuarial Basis, these shall apply in relation
to that Multi-employer DB Plan when determining the Pension Liability. However,
if the Seller and the Purchaser fail to agree on whether such modifications
should be made within 60 days after the Seller receives the notice of the
Purchaser’s challenge, the matter will be resolved in accordance with clause
9.27.


9.17          
 Transitional Periods and
Transitional Service. If agreed
between the Seller and Purchaser in respect of any Transferring Member who is
at the Closing Date a member of a Retained Seller Pension Plan, the Seller
shall use its best endeavours to ensure that such Transferring Member shall be
permitted to continue as a member of the relevant Retained Seller Pension Plan
for a transitional period following the Closing (each such Transferring Member
being a Transitional Member and such period being the Transitional
Period for such Transitional Member), on such terms as the Seller and
the Purchaser may agree. To the extent not already agreed before the date of
this Agreement, the Seller and the Purchaser shall use their best endeavours to
agree the terms of participation during any Transitional Period as soon as
reasonably practicable following the date of this Agreement. The applicable
Target Company shall meet the Ongoing Pensions Costs relating to Transitional
Members which it employs in respect of the Transitional Period.


9.18          
 Where a Transitional Period
is agreed in respect of any Transitional Member, all references in clause 9 to “Closing Date” shall so far as necessary be treated as references to the
end of the Transitional Period applicable to such Transitional Member.  


9.19          
 Calculation of Pension
Liability. On such date
after Closing as is agreed between the Seller and the Purchaser which shall be as soon as reasonably practicable after
Closing but in any event no later than one year after Closing, the Seller shall
instruct the Seller’s Actuary to calculate the Pension Liability, which 
shall then be determined in accordance with the process set out in clauses 9.20 to  9.27 below.


9.20          
 The Seller Group and the
Purchaser Group shall provide the Seller’s Actuary promptly on written request
any data and other information within its possession or control that the
Seller’s Actuary reasonably requires in order to calculate the Pension Liability
and shall ensure that all information so provided shall be true, complete and
accurate in all material respects. The Seller Group and the Purchaser Group
shall use reasonable endeavours to procure that the calculation is completed
promptly.  


	
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9.21          
 The Seller shall procure
that the Seller’s Actuary makes the result of his calculation of the Pension
Liability available to the Purchaser no later than 120 days of the date on
which the Seller’s Actuary receives all information requested under clause 9.20
above.


9.22          
 The Purchaser's Actuary
shall be entitled to review the result under clause 9.21 in relation to:


(a)               
 the scope of the Transferred
Pension Liabilities and the Delayed Closing Pension Liabilities;


(b)               
 the actuarial assumptions
and methodology used in (i) determining the Seller Actuarial Basis, including
whether the assumptions and methodology are reasonably appropriate for the relevant
Pension Liabilities in the context of the Business, and (ii) any adjustment to
reflect market conditions (including for any Multi-Employer DB Plan); 


(c)               
 interpretation of plan provisions;
and 


(d)               
 for actuarial errors and
mistakes.


9.23          
 The Seller shall provide the
Purchaser’s Actuary promptly on written request with any information within its
possession and control that the
Purchaser’s Actuary reasonably requires for the purposes of reviewing the
result under clause 9.21.


9.24          
 If, following the review in
accordance with clause 9.22, the Purchaser’s Actuary’s calculation of the
Pension Liability (adjusted for actuarial errors and mistakes and for errors
regarding the scope of the Transferred Pension Liabilities pursuant to clause
9.22) differs from that of the Seller's Actuary's calculation of the Pension
Liability then the Purchaser shall be entitled to reject the result under
clause 9.21 only on the grounds for review under clause 9.22, and must notify
the Seller in writing of such rejection no later than 120 days after having
received the result and all information the Seller is required to provide
pursuant to clause 9.23 above. The rejection notice must include:


(a)               
 a written statement from the
Purchaser’s Actuary setting out reasons for not accepting the result; and


(b)               
 a proposed alternative
result.


9.25          
 If the Purchaser does not
submit a rejection notice within the required timeframe set out in clause 9.24,
the result pursuant to clause 9.21 shall be treated as agreed by the Purchaser
and Purchaser’s Actuary and clause 9.28 shall apply.


9.26          
 After the Seller has
received a valid rejection notice, the Seller and Purchaser and their
respective actuaries shall use reasonable endeavours to agree to any necessary
adjustments to the result and if such agreement is reached clause 9.28 shall
apply. However, if the Seller and the Purchaser fail to agree within 60 days
after the Seller receives the valid rejection notice, the matter will be
resolved in accordance with clause.


9.27          
 Independent Adjudicator. A matter on which the Seller and the Purchaser
are unable to reach agreement under either of clauses 9.16 or 9.26 shall be
referred for a determination of the issue to an independent actuary or
accountant agreed by the 


	
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Seller and Purchaser or, if they do not agree,
appointed by the president for the time being of an appropriate recognised
independent actuarial or accounting body in the relevant jurisdiction at the
request of the party who applies first (in each case, the Independent
Adjudicator). In any such case, the Independent Adjudicator shall be a
competent person who has appropriate expertise in relation to the jurisdiction
and issues in respect of which the disagreement has arisen. The Seller and the
Purchaser shall provide the Independent Adjudicator with:


(a)               
 joint written instructions
relating to the issues in dispute (which instructions shall request that a
written determination setting out the Independent Adjudicator’s decision should
be issued in writing to both the Seller and the Purchaser no later than 3 months
after the date of the joint instructions); and


(b)               
 any other information he
reasonably requires in order to give his determination.


The
Independent Adjudicator shall act as an expert and not as an arbitrator. His or
her expenses shall be borne equally by the Seller and Purchaser, unless the
Independent Adjudicator directs otherwise. In the case of a matter arising
under clause 9.16, if the
Independent Adjudicator determines that any modifications to the Seller
Actuarial Basis are appropriate for any Multi-employer DB Plan, these shall be final and binding on the Seller and the
Purchaser and shall apply in
relation to that Multi-employer DB Plan when determining the Pension Liability
.. In the case of a matter arising
under clause 9.26, his or her determination as to the Pension Liability shall be final and
binding on the Seller and the Purchaser, and following that determination clause 9.28 shall
apply.


9.28          
 Adjustment in respect of
Pension Liability. Subject to
clauses 9.25-9.27 (and, if applicable, to clause 9.14(b) in respect of any Late
Pension Transfer):


(a)               
 if the aggregate Pension
Liability is greater than the Estimated Pension Liability the Seller shall pay
an amount equal to the Purchaser’s Ownership Proportion of the difference to the
Purchaser by way of adjustment to the Estimated Price; or


(b)               
 if the aggregate Pension
Liability is less than the Estimated Pension Liability  the Purchaser
shall pay an amount equal to the Purchaser’s Ownership Proportion of the
difference to the Seller by way of adjustment to the Estimated Price,


any such
payment to be made in accordance with paragraphs 6 and 7 of Part D of
Schedule 11.


9.29          
 Specific Provisions for Switzerland. The provisions of this clause 9.29 shall apply to Swiss
Pension Arrangements and the Swiss Target Company Pension Arrangements. The
provisions of clauses 9.1 to 9.27 above shall apply to Swiss Pension Arrangements and the
Swiss Target Company Pension Arrangements to the extent compatible with the
following provisions:


(a)               
 No liability relating to Swiss Pension
Arrangements or the Swiss Target Company Pension Arrangements, and no asset
transferred from or relating to them, including,
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(Arbeitgeberbeitragsreserve ohne Verwendungsverzicht),  shall be taken into account when calculating the
Transferring Pension Liabilities, the Pension Liability, the Estimated Pension
Liability, the Estimated Price or the Final Price.


(b)               
 The Parties acknowledge that the exit
of Transferring Members from the Swiss Pension Arrangements that are Retained
Seller Pension Plans will likely trigger a partial liquidation of the
respective Swiss Pension Arrangement in accordance with applicable laws and
regulations.


(c)               
 The Seller shall indemnify the
Purchaser for any difference in value between the assets transferred to a
Target Company Pension Arrangement as part of the partial liquidation and 100%
of the retirement assets of the active employees (Vorsorgeguthaben)
transferred to a Target Company Pension Arrangement, resulting from an
underfunding of ABB Pensionskasse and/or ABB Ergänzungsversicherung, in each
case calculated in accordance with Swiss GAAP FER 26.


9.30          
 Specific provisions in
relation to UK. The Seller shall use
reasonable endeavours, in relation to any Employees who are “protected persons”
under the Electricity (Protected Persons) (England and Wales) Pension
Regulations 1990 (the Protected Employees), to procure that,
prior to Closing the Protected Employee makes a valid election under Regulation
17 of those Regulations, which election takes effect prior to Closing, serves it
on his employer, and does not notify his employer of withdrawal of that
election within the period specified under Regulation 17(3) of those
Regulations and shall procure that prior to Closing, any UK employees of the
Business who were active members of a Pension Arrangement are provided with a
defined contribution pension arrangement in respect of future service.


9.31          
 Specific provisions in
relation to Finland. Notwithstanding
any other provision of this Agreement, the
Seller shall procure that, with effect from a time no later than Closing, the
Employees who are active members of the Finnish Pension Arrangement (and no
other members of the Finnish Pension Arrangement) are placed in a pensions
arrangement (the Finland New Pension Plan) that is fully secured
with an insurance company  with effect from Closing (the Finland Pension
Objective). The Finland New Pension Plan will provide those Employees
with pension benefits in respect of service from Closing and the Seller shall
also consider in good faith, and in consultation with the Purchaser, whether
the Past Service Benefits of those Employees should be:  


(a)               
 retained in the Finnish Pension
Arrangement; or


(b)               
 transferred from the Finnish Pension Arrangement
to the Finland New Pension Plan under which the Past Service Benefits will be
fully secured, in which case clause 9.3 will apply and the Finnish Pension
Arrangement  shall be included as a Specified Retained Seller Pension Plan
(and, therefore, an In-scope Retained Seller Pension Plan) from which a Target
Company Liability Transfer will be made, and the Finland New Pension Plan shall
be treated as a Target Company Pension Arrangement. The obligations of the 


	
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parties to achieve the Target Company Liability Transfer
(subject to the Finland Pension Objective) will then governed by and subject to
clause 9.14.


9.32          
 Specific provisions in
relation to USA 


(a)               
 Notwithstanding any other
provision of this Agreement, the Seller shall
retain all liabilities in respect of any post-retirement medical plans,
including, but not limited to the United States Plan FAS106 Plan 01: USABBX. 


(b)               
 The Seller shall use reasonable endeavours
to procure that prior to Closing any US employees of the Business who were
active members of any defined benefit post-retirement medical plans shall cease
to accrue defined benefit post-retirement medical benefits (provided that no
action should be required in accordance with this sub-clause (b) which the
Seller can demonstrate to the Purchaser's reasonable satisfaction, having
provided the Purchaser with copies of relevant correspondence, including a
document setting out the actions which it is proposing to take, is reasonably
likely to be materially disruptive to the Business or the business of the
Seller Group due to industrial relations or employee relations concerns).


9.33          
 Specific provisions in relation to
Sweden. The parties agree that the
intention in relation to the Sweden Pension Plan is that the Target Companies
shall only be liable for the Pension Benefits of the Transferring Members of
the Sweden Pension Plan (the Sweden Pension Objective). The
Seller shall consider in good faith, and in consultation with the Purchaser,
whether the best approach by which to achieve the Sweden Pension Objective is
for the Sweden Pension Plan to:


(a)               
 become a Transferring Stand-alone
Pension Plan and for there to be a Retained Seller Liability Transfer in
accordance with clause 9.2; or


(b)               
 not become a Transferring Stand-alone
Pension Plan, in which case clause 9.3 will apply and the Sweden Pension Plan
shall be included as a Specified Retained Seller Pension Plan (and, therefore,
an In-scope Retained Seller Pension Plan) from which a Target Company Liability
Transfer will be made.


The
obligations of the parties to achieve the Sweden Pension Objective are governed
by and subject to clause 9.14.


10.              
 Waiver and/or fulfilment of
the Conditions


10.1          
 No Condition (or Delayed
Closing Condition) may be unilaterally waived (in whole or in part) by any of
the Parties. The Purchaser Closing Condition, any Delayed Closing Condition and
the Reorganisation Condition may each be waived (in whole or in part) only by
written agreement between the Parties.


10.2          
 The Purchaser shall notify
the Seller promptly (but in any event within two Business Days) upon becoming
aware that any Clearance has been obtained (or is deemed to have been obtained)
that the Purchaser Closing Condition has been fulfilled and that any Delayed
Closing Condition has been fulfilled.  


10.3          
 The first Business Day on or
by which all Conditions have been fulfilled (or waived in accordance with
clause 10.1) (or such other date as the Seller and the Purchaser may agree in
writing) is the Unconditional Date. 


	
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10.4          
 If the Unconditional Date
has not occurred on or before 30 June 2021 or such other date as the Seller and
the Purchaser may agree in writing (the Long Stop Date) as a
result of the failure of (i) the Purchaser to satisfy the Purchaser
Condition otherwise than as a result of the Seller having failed to comply with
its obligations in any material respect, or (ii) the Seller to satisfy the
Reorganisation Condition otherwise than as a result of the Seller having failed
to comply with its obligations in any material respect, the Seller may
terminate this Agreement by written notice to the Purchaser.  


10.5          
 If the Unconditional Date
has not occurred on or before the Long Stop Date as a result of the failure of (i) the
Seller to satisfy the Reorganisation Condition otherwise than as a result of
the Purchaser having failed to comply with its obligations in any material
respect, or (ii) the Purchaser to satisfy the Purchaser Condition otherwise
than as a result of the Purchaser having failed to comply with its obligations
in any material respect, the Purchaser may terminate this Agreement by written
notice to the Seller.


10.6          
 If this Agreement is
terminated in accordance with this clause it shall terminate other than in
respect of the Surviving Provisions. In such event, none of the Parties (nor
any of their Affiliates) shall have any claim under the Transaction Documents
of any nature whatsoever against any other Party (or any other Party’s
Affiliates) except in respect of any rights and liabilities which have accrued
before termination or under any of the Surviving Provisions.


11.              
 Pre-Closing Undertakings


11.1          
 From the date of this
Agreement until Closing, the Purchaser shall not, pursuant to this Agreement,
be entitled to:


(a)               
 receive detailed
commercially sensitive information about the Business other than the
information included in the Data Room or pursuant to appropriate "clean
team" arrangements which comply with applicable law; or


(b)               
 without the prior consent of
Seller, which Seller may withhold for any reason, contact any employees of,
suppliers to, or customers of the Business or the Seller Group in connection with or with respect to this
Agreement, any other Transaction Agreement or the Proposed Transaction, or to
otherwise discuss the business or operations of the Seller Group or the
Business. For the avoidance of
doubt nothing in this clause 11.1 shall prevent the Purchaser or any member of
the Purchaser Group from contacting any person in the ordinary course of its
business or for any reason unconnected with the Proposed Transaction.


11.2          
 During the Pre-Closing
Period, the Seller shall and shall cause each member of the Seller Group, in
relation to the Business and the Target Companies, to:


(a)               
 operate the Business
materially in accordance with all applicable law and regulation;


(b)               
 procure that on Closing the
Target Companies in aggregate have operating Cash of not less than the
Operating Cash Amount and accordingly shall provide to the Purchaser, as soon
as reasonably practicable prior to Closing and in any event at least twenty
(20) Business Days prior to Closing, in 


	
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consultation with the senior management of the
Business, a notice in writing setting out its good faith estimate allocation of
the Operating Cash Amount to such jurisdictions as may require Cash for
operating purposes following Closing (taking into account any Cash balances
expected to exist in the Target Companies as at Closing) and the Purchaser
shall review in good faith and within ten (10) Business Days of receipt of such
notice, notify the Seller of either its consent to the allocations or, if
applicable, any reallocations, provided that:


(i)                
 the Seller may allocate up
to, and no more than, US$125,000,000 of the Operating Cash Amount to the
Restricted Countries, of which in aggregate no more than US$100,000,000 shall
be allocated to the People’s Republic of China and India; and 


(ii)              
 in respect of the balance of
the Operating Cash Amount, the Purchaser shall have the discretion to
reallocate any amounts taking into account any reasonable comments of the
Seller and the senior management of the Business with regards to any short term
cash requirements of the Business;


(c)               
 in relation to the Seller
Group Debt, procure that each Target Company pays prior to the Closing Date all
Seller Group Debt (excluding the Shareholder Loan) owing by any Target Company
to any member of the Seller Group (excluding any Delayed Target Company),
whether due for payment or not;


(d)               
 incur capital expenditure
materially in accordance with the CAPEX Budget;


(e)               
 continue to implement the
Restructuring Plans in the ordinary course of business;


(f)                
 provide the Purchaser with
the quarterly consolidated financial statements of the Power Grids division of
the Seller Group prepared using the same accounting policies adopted in the
preparation of the Management Accounts, within 30 days from the final day of
each such quarter;


(g)               
 provide Purchaser with the
audited combined carve out financial statements of the Business (which shall
not include any adjustments for "non-operating items" and
"stand-alone adjustments" as described in Schedule 16) as at and for
the year ended 31 December 2017 prepared using the Seller Group Accounting
Policies as in effect at that date.  The following provisions shall apply in
respect of such audit:


(i)                
 the Purchaser shall be
responsible for 80.1% of all external auditor costs reasonably incurred in
connection with the audit; 


(ii)              
 the auditor shall be Ernst
& Young (provided they are able to act, otherwise the auditor shall be an
audit firm agreed by the Parties or, failing agreement, an audit firm selected
by the President of the Institute of Chartered Accountants);


	
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(iii)            
 prior to engaging the
auditor, Seller shall provide the Purchaser with a copy of the draft engagement
letter and a fee estimate for the Purchaser to approve;


(iv)             
 promptly following signing
of this Agreement, the Parties shall hold an initial planning meeting with the
auditor to discuss the audit, including the approach, scoping and audit
procedures (which would be expected to include certain note disclosures in the
combined carve out financial statements of the Business for example in respect
of non operating items, provisions and other liabilities, pensions, taxes and
leases);  


(v)               
 the audit shall be completed
within seven (7) months of date of this Agreement, unless otherwise agreed by
the Parties (acting reasonably and in good faith) taking into account the
comments of the auditor in respect of timing to complete the audit; and


(vi)             
 subject to applicable law,
the Purchaser and its advisers shall have access to any working papers in
connection with the audit;


(h)               
 provide the Purchaser with
the unaudited consolidated financial statements of the Business as at and for
the years ended 31 December 2018 and 31 December 2019, prepared using the
Seller Group Accounting Policies in effect at the applicable time, as soon as
reasonably practicable but in any event no later than six (6) months following
the end of the relevant period;


(i)                
 to the extent permitted by
applicable law, provide the Purchaser with the results contained in the
Management Accounts on an entity-by-entity basis;


(j)                
 to the extent permitted by
applicable law, provide the Purchaser and its Representatives, at the
Purchaser’s sole cost and expense:


(i)                
 reasonable access, during
normal business hours and upon reasonable notice, to the factories (including
all manufacturing sites), research and development centres, engineering
centres, personnel (for the purpose of future business planning and
consideration of the Estimated Closing Statement), books and records (including
in respect of Taxation) of the members of the Seller Group and Target Companies
to the extent that they relate to the Target Companies and are material to the
operation or conduct of the Business; and


(ii)              
 during a single visit,
reasonable access, during normal business hours and upon reasonable notice, to
the manufacturing sites, research and development centres and large engineering
centres (excluding, for the avoidance of doubt, administrative offices, sales
offices, assembly centres and sales workshops), of the members of the Seller
Group and Target Companies to the extent that they relate to the Target
Companies and are not material to the operation or conduct of the Business; 


in each case, to the extent such access can be provided
without material distraction to the Seller Group’s business operations;


	
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(k)               
 except as may be approved by
the Purchaser (such approval not to be unreasonably withheld, delayed or
conditioned) and subject to clause 11.3, ensure that the Business is carried on
in all material respects in the ordinary course as carried on in the 12 months
prior to the date of this Agreement and to the extent permissible under
applicable law and regulation shall comply with the obligations set out in Schedule 3; and


(l)                
 in good faith work together
with the Purchaser to discuss the Initial Business Plan and Initial Annual
Budget (each as defined in the Shareholders’ Agreement) together with organisational regulations and other
Constitutional Documents for the Company. The Purchaser
shall take into account the commercially reasonable comments of the Seller in
relation to those matters in the Initial Business Plan and Initial Annual
Budget that affect the Seller’s liability under the indemnities:


(i)                
 relating to the transformers
business, under clause 25 of the Shareholders’ Agreement; or


(ii)              
 at clause 21.1(c) of this
Agreement. 


For these purposes, commercially reasonable comments
shall have the meaning given in clause 12.7 of the Shareholders’ Agreement. 


11.3          
 Nothing in this clause 11 or
in clause 5.5(j) or (k) or in Schedule 3 shall restrict or prevent the Seller
Group or any Target Company from:


(a)               
 taking any action or
omitting to take any action to the extent required by applicable law or
required by a regulatory authority of competent jurisdiction;


(b)               
 taking any action to the
extent required by this Agreement or any other Transaction Document (including,
for the avoidance of doubt, entering into any of the Transaction Documents and
carrying out the Reorganisation in accordance with the provisions of the
Reorganisation Steps Plan, as envisaged by clause 5);


(c)               
 taking any action or
omitting to take any action in connection with Tax Matters (including any
action requested by or the settlement of any dispute with a Tax Authority),
provided that if the Seller Group or any Target Company would (ignoring this
clause 11.3(c)) be restricted or prevented by clause 11 or Schedule 3 from
taking any action in connection with Tax Matters then the Seller shall give the
Purchaser reasonable opportunity to comment in respect of any such action, and shall take
any reasonable comments received in reasonable time into account in good faith, in each
case where such action, if taken, is likely to increase
materially the Tax liabilities of any Target Company after Closing (or the
relevant Delayed Closing, in relation to any Delayed Target Companies or
Delayed Business Interests); 


(d)               
 taking any action with
respect to the Pre-Closing Restructurings; 


(e)               
 taking any actions with
respect to the disposal of the Enterprise Software Intelligent Mining Solutions
business by the power grid automation business unit of the Seller Group; or


	
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(f)                
 taking any action with
respect to the transfer of the transformer service business operated at the
date of this Agreement by the Seller Group’s Electrification Products division
to one or more members of the Seller Group that will on Closing (or Delayed
Closing, as applicable) be Target Companies, in the following locations:


(i)                
 Stoney Creek, Ontario,
Canada;


(ii)              
 Stow, Ohio, United States; 


(iii)            
 Anaheim, California, United
States; and


(iv)             
 Denver, Colorado, United
States.


11.4          
 The Seller undertakes as
follows:


(a)               
 to provide the Purchaser
with a draft of the Estimated Closing Statement not less than fifteen Business
Days prior to Closing;


(b)               
 to consider reasonably and
in good faith any adjustment to the amounts in the Estimated Closing Statement
proposed by the Purchaser; and


(c)               
 to provide the Purchaser
with the final Estimated Closing Statement not less than five Business Days
prior to Closing.


11.5          
 The Seller and the Purchaser
agree that during the Pre-Closing Period the Parties shall work together in
good faith to:


(a)               
 review and agree prior to
Closing the format and extent of the information referred to in clauses
12.12(c), 12.12(d) and 12.13 of the Shareholders' Agreement; and 


(b)               
 confirm that the Company
can, on the basis of the financial support the Company receives under the
Transitional Services Agreement (or from the Purchaser's finance service),
deliver the information and accounts set out in clauses 12.12(c), 12.12(d) and
12.13 of the Shareholders' Agreement in the stated timeframe. If the Company is
not able to adhere to such timeframe, the Parties shall work together in good
faith to agree a new, appropriate time period.


12.              
 Ancillary Transaction
Documents


12.1          
 Within 90 days of the date
of this Agreement, the Seller shall provide to the Purchaser’s solicitors,
Baker & McKenzie LLP, long form drafts of each of the Ancillary Transaction
Documents.


12.2          
 From the date of this
Agreement until the Closing Date, the Parties shall negotiate in good faith to
agree and finalise the terms of each of the Ancillary Transaction Documents on
the basis of, and consistent with, the terms set out in the relevant Ancillary
Transaction Document Term Sheet.  


12.3          
 If any one or more of the
Ancillary Transaction Documents have not been agreed on or before the Closing
Date, then the Parties shall continue to negotiate in good faith to agree and
finalise the terms of each such Ancillary Transaction Document and the terms of
the relevant Ancillary Transaction Document Term Sheet shall be binding on the
relevant parties until the earlier of:


	
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(a)               
 the date on which the
relevant Ancillary Transaction Document is entered into; and


(b)               
 if any, the date of expiry
or termination of the relevant Ancillary Transaction Document according to the
terms set out in the relevant Ancillary Transaction Document Term Sheet.  


12.4          
 Each Party shall (and shall
procure that its respective Affiliates shall) provide any assistance and
information reasonably requested by the other Party to enable the Parties to
comply with their obligations under this clause 12.


12.5          
 To the extent that during
the Pre-Closing Period any Party (acting reasonably and in good faith)
identifies any other ancillary agreement reasonably required to give effect to
the Transaction Documents, the Parties shall discuss such matter in good
faith.  


13.              
 Closing


13.1          
 Closing shall take place at
the London offices of the Seller’s lawyers (or at such other place as the
Seller and Purchaser may agree in writing) on the last Business Day of the
month in which the Unconditional Date falls (or, if the Unconditional Date
falls less than 12 Business Days before the last Business Day of that month, on
the last Business Day of the following month) or such other date as the Parties
shall agree in writing.


13.2          
 At Closing, each of the
Seller and the Purchaser shall deliver or perform (or ensure that there is
delivered or performed) all those documents, items and actions respectively
listed in relation to that Party or any of its Affiliates (as the case may be)
in Schedule 4.


13.3          
 If the Seller (on the one
hand) or the Purchaser (on the other) fails to comply with any material
obligation in Schedule 4, then the Purchaser (in respect of any such default by
the Seller) or the Seller (in respect of any such default by the Purchaser)
shall be entitled (in each case in addition to and without prejudice to other
rights and remedies available) by written notice to the Party in default on the
date Closing would otherwise have taken place, to:


(a)               
 require Closing to take
place so far as practicable having regard to the default(s) which have
occurred;


(b)               
 notify the Party in default
of a new date for Closing (being not less than 5 and not more than 10 Business
Days after the original date for Closing) in which case the provisions of this
clause 13 and Schedule 4 shall apply to Closing as so deferred; or


(c)               
 save in respect of:


(i)                
 a failure to agree the terms
of any Ancillary Transaction Document; and/or 


(ii)              
 a failure by the Seller to
comply with its obligations at Part
C of Schedule 4 in respect of the Seller Group Receivables only,


if Closing has already been deferred one or more times
pursuant to clause 13.3(b), terminate this Agreement (other than the Surviving
Provisions).


	
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If this Agreement is terminated pursuant to this clause
13.3, none of the Parties nor any of their Affiliates shall have any claim
under this Agreement of any nature against any other Party or any other Party’s
Affiliates (except in respect of any rights and liabilities which have accrued
before termination or under any of the Surviving Provisions). For the purposes
of this clause 13.3 and clause 13.4, a material obligation is: (i) in
respect of the Seller, its obligations set out in paragraphs (a), (c), (d) and (g) of Part A of Schedule 4,
Part C of Schedule 4 and paragraph 1 of Part D of Schedule
4; and (ii) in respect of the
Purchaser, its obligations set out in paragraphs (c), (d) and (e) of Part B of Schedule 4
and paragraph 1 of Part D of Schedule 4.


13.4          
 If the Seller (on the one
hand) or the Purchaser (on the other) complies with all its material
obligations in Schedule 4, but fails to comply with any obligation in Schedule 4 that is not a material obligation, then, subject to clause
13.4, the Purchaser (on the one hand) or the Seller (on the other hand) shall
be required to proceed to Closing (without prejudice to the rights of the
relevant non-defaulting Party) and, to the extent that any such obligation is
not complied with at Closing, the defaulting Party shall (without affecting any
other rights and remedies available to any other Party) ensure that such
obligation is fulfilled as soon as practicable following Closing.


13.5          
 Each Party shall, on any
Delayed Closing, execute, or procure the execution of, such further documents
and take such other actions, in each case, as may be required by law or be
necessary to implement and give effect to the relevant Delayed Closing and take
such steps as are required by the Purchaser to change the directors of any
Delayed Target Company, subject in all cases to compliance with the terms of
the Shareholders’ Agreement.


14.              
 SPA / Reorganisation Claims


14.1          
 Without prejudice to clauses
37 and 38 and any mandatory provisions of local applicable law:  


(a)               
 the Purchaser undertakes to
procure that no claim shall be made by any member of the Purchaser Group; and


(b)               
 the Seller undertakes to
procure that no claim shall be made by any member of the Seller Group,  


under
any of the Reorganisation Agreements (including for breach of any warranty,
representation, undertaking, covenant or indemnity relating to the sale of any
of the Target Companies and/or the transfer of the Business (or part thereof)).
To the extent that any such claim is made (except as referred to above), the
Seller shall indemnify the Purchaser (if the Seller or its Affiliate made the
claim) or the Purchaser shall indemnify the Seller (if the Purchaser or its
Affiliate made the claim) (as applicable) against all Costs which the Purchaser
or Seller (respectively) or any of its Affiliates may suffer through or arising
from the bringing of such claim against it or them.


14.2          
 Without prejudice to clause
37, any SPA / Reorganisation Claim or Claim shall (i) be
subject only to the terms of this Agreement; and (ii) be brought only under the
terms of this Agreement.


	
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14.3          
 Any SPA / Reorganisation
Claim (other than a Claim for breach of the Seller Warranties, to which clause
17.3 shall apply) shall be subject to the limitations set out in paragraphs 3,
9 to 14(a) (inclusive), 15 and 17 to 18 (inclusive) of Schedule 6 and paragraph
2 of Part H of Schedule 8, save that none of the limitations in Schedule 6 or
paragraph 2 of Part H of Schedule 8 shall apply to any claim which arises as a
consequence of fraud or fraudulent misrepresentation.


15.              
 Excluded Assets and
Liabilities  


15.1          
 Nothing in this Agreement or
any Transaction Document shall operate to transfer any of the Excluded Assets
to the Purchaser, any of its Affiliates or any Target Company or make the
Purchaser, any of its Affiliates or any Target Company liable for any of the
Excluded Liabilities.  


15.2          
 The Purchaser shall from
Closing (and, in relation to any Assumed Liabilities that form part of a
Delayed Closing, only from the relevant Delayed Closing): (i) procure
that the Target Companies assume and discharge when due any and all Assumed
Liabilities and (ii) indemnify the Seller against a proportion of any and all
Assumed Liabilities and any and all Costs suffered or incurred by any member of
the Seller Group as a result of any failure to discharge such Assumed
Liabilities equal to the proportion that the number of registered shares in the
capital of the Company held by members of the Purchaser Group at the time that
such Assumed Liabilities or Costs are incurred bears to the total number of
registered shares in the capital of the Company.  


15.3          
 After Closing (and, in
relation to any Assumed Liabilities that form part of a Delayed Closing, only
from the relevant Delayed Closing), the Purchaser shall, and shall procure that
each relevant Target Company shall, execute and deliver all such further
documents and/or take such other action as the Seller may reasonably request in
order to effect the release and discharge in full of the relevant member of the
Seller Group from any Assumed Liabilities or the assumption by the relevant
Target Company as the primary obligor in respect of any Assumed Liabilities in
substitution for the relevant member of the Seller Group (in each case on a
non-recourse basis to any member of the Seller Group).


15.4          
 The Seller shall from
Closing (and, in relation to any Excluded Liabilities that form part of a
Delayed Closing, until the relevant Delayed Closing): (i) assume
and discharge when due any and all Excluded Liabilities and (ii) indemnify the
Purchaser against any and all Excluded Liabilities and any and all Costs
suffered or incurred by any member of the Purchaser Group as a result of any
failure to discharge such Excluded Liabilities. This clause 15.4 shall
not apply to any liabilities comprising Tax (in relation to which Schedule 8
shall apply).


16.              
 No Rights of Rescission or
Termination


Other
than in accordance with clauses 10.4, 10.5 or 13.3(c) no Party shall be
entitled to rescind or terminate this Agreement in any circumstances whatsoever
(whether before or after Closing). 


17.              
 Seller Warranties


17.1          
 The Seller warrants to the
Purchaser as at the date of this Agreement in the terms of the Seller
Warranties.


	
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17.2          
 The Repeated Warranties
shall be deemed to be repeated immediately before Closing by reference to the
facts and circumstances then existing as if references in the Repeated
Warranties to the date of this Agreement were references to the Closing Date.


17.3          
 The Warranties are given
subject to the limitations set out in Schedule 6 and paragraph 2 of Part B of
Schedule 8 and paragraph 2 of Part H of Schedule 8 (in each case, as
applicable), save that none of the limitations in Schedule 6 or paragraph 2 of
Part B or paragraph 2 of Part H of Schedule 8 shall apply to any Claim or other
claim under this Agreement which arises as a consequence of fraud or fraudulent
misrepresentation by any director or officer of any member of the Seller Group.


17.4          
 Each of the Seller
Warranties shall be construed separately and independently.  


17.5          
 The Purchaser acknowledges
and agrees that, except as set out in this Agreement, no other statement,
promise or forecast made by or on behalf of the Seller or any member of the
Seller Group or the Target Companies may form the basis of any claim by the
Purchaser or any other member of the Purchaser Group under or in connection
with this Agreement or any Transaction Document. In particular, the Seller does
not make any representation or warranty, express or implied, as to the truth,
accuracy or completeness of any forecasts, estimates, projections, statements
of intent or opinion provided to the Purchaser or its Representatives on or
before the date of this Agreement (including any documents in the Data Room).


17.6          
 The:


(a)               
 Purchaser agrees and
undertakes to the Seller that neither it nor any other member of the Purchaser
Group has; and  


(b)               
 Seller agrees and undertakes
to the Purchaser that neither it nor any other member of the Seller Group has,


in
either case, any rights against, and will waive and shall not make any claim
against, any employee, director, officer, adviser or agent of: 


(i)                
 any of the Target Companies;
or  


(ii)              
 in the case of the
Purchaser, any member of the Seller Group on whom the Purchaser may have
relied; and


(iii)            
 in the case of the Seller,
any of the Target Companies on whom the Seller may have relied,


in
each case before agreeing to any term of this Agreement or any other
Transaction Document or before entering into this Agreement or any other
Transaction Document.


17.7          
 Nothing in this Agreement
shall exclude any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.


18.              
 Purchaser Warranties  


The
Purchaser warrants to the Seller as at the date of this Agreement in the terms
of the warranties set out in Schedule 7.


19.              
 Investigations, appeals and insurance claims


	
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19.1          
 The Seller shall retain sole
conduct and control of: (i) all interactions with the European Commission
relating to Case 39610 Power Cables; (ii) the Appeal against the General Court
judgment in case T-445/14, under the case reference C-593/18 P (the Appeal),
including any such steps as are required to address the outcome of the Appeal;
(iii) all other investigations or litigations relating to the Seller Group’s
former power cable business divested to NKT Cables Holding AB; and (iv) the
Antitrust Matters, subject to the remaining provisions of this clause 19.1:


(a)               
 the Seller shall give the
Purchaser a reasonable opportunity to review and comment on any proposed
submissions to be made to any relevant competition authority in connection with
any Antitrust Matters;


(b)               
 any submission of
statements, documents or other evidence by the Seller to any antitrust agency,
administrative body or judicial body in the context of the Antitrust Matters
shall require the prior written approval of the Purchaser, such approval not to
be unreasonably withheld or delayed;


(c)               
 the Purchaser will not take
any decision, adopt any strategy or engage in any other behaviour which is
likely to have a direct and appreciable effect on the outcome of, or
cooperation obligations relating to the Antitrust Matters other than with the
prior consent of Seller;


(d)               
 the Seller shall, subject to
any limitations under applicable law, and upon a reasonable request from the
Purchaser, give access to the Purchaser, or to any nominated external legal
counsel of the Purchaser, to any relevant information, document, statement or
other evidence related to the Antitrust Matters;


(e)               
 the Purchaser shall provide
the Seller, or any nominated legal counsel to the Seller, (at the Seller’s
cost) with reasonable access at reasonable times, and upon reasonable notice,
to (and the right to take copies of) the books, accounts, customer lists,
project documents, database information, procurement records and all other
relevant information as is reasonably necessary in relation to the Antitrust
Matters; and


(f)                
 the Purchaser undertakes to
cooperate with the Seller to provide all such other assistance as is reasonably
necessary in relation to the Antitrust Matters (at the Seller’s cost),
including as set out in clause 27.3.


19.2          
 The Seller will retain
conduct and control of the ongoing investigation by the India Antitrust Agency
in relation to the Business subject to the limitations set out below.  


(a)               
 The Seller will give the
Purchaser reasonable opportunity to review and comment on any proposed
submissions to be made by the Seller to the India Antitrust Agency in respect
of the ongoing investigation in relation to the Business.  


(b)               
 Any submission of
statements, documents or other evidence by the Seller to the India Antitrust
Agency shall require the prior written approval of the Purchaser, such approval
not to be unreasonably withheld or delayed.  


(c)               
 The Purchaser will not take
any decision, adopt any strategy or engage in any other behaviour which is
likely to have a direct and appreciable effect on the 


	
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outcome of, or cooperation obligations relating to the
ongoing investigation by the India Antitrust Agency other than with the prior
consent of Seller.  


(d)               
 The Seller shall, subject to
any limitations under law, and upon a reasonable request from the Purchaser,
give access to the Purchaser, or to any nominated external legal counsel of the
Purchaser, to any relevant information, document, statement or other evidence
related to the investigation by the India Antitrust Agency.  


(e)               
 The Purchaser shall provide the Seller, or any nominated legal
counsel to the Seller, (at the Seller’s cost) with reasonable access at
reasonable times, and upon reasonable notice, to (and the right to take copies
of) the books, accounts, customer lists, project documents, database
information, procurement records and all other relevant information as is
reasonably necessary in relation to the investigation by the India Antitrust
Agency.  


(f)                
 The Purchaser undertakes to
cooperate with the Seller to provide all such assistance as is reasonably
necessary in relation to this investigation by the India Antitrust Agency.  


19.3          
 To the extent that Kuhlman
Electric Corporation and/or KEC Acquisition Corporation are members of the
Purchaser Group, in relation to the Crystal Springs Insurance Claim and Crystal
Springs Insurance Claim Counterclaim:


(a)               
 the Purchaser covenants to
promptly (and in any event within ten Business Days) pay to the Seller an
amount equal to any sum received by Kuhlman Electric Corporation and/or KEC
Acquisition Corporation after Closing (or the relevant Delayed Closing)
pursuant to any order or judgement made by a court in connection with the
Crystal Springs Insurance Claim whether such order relates to an award for
damages, other compensation and/or legal costs;


(b)               
 after Closing (or the
relevant Delayed Closing), the Seller shall, at its sole election, be entitled
to elect to take conduct of the Crystal Springs Insurance Claim and/or Crystal
Springs Insurance Claim Counterclaim on behalf of Kuhlman Electric Corporation;


(c)               
 whether the Seller so elects
in accordance with clause 19.3(b) above or not, the Purchaser and any relevant
members of the Purchaser Group shall give to the Seller, to the extent
permitted by applicable law, at the Seller’s sole cost and expense, reasonable
access, during normal business hours and upon reasonable notice, to all
reasonable information, personnel, premises, documents and records as the
Seller requests for the conduct of the Crystal Springs Insurance Claim and/or
Crystal Springs Insurance Claim Counterclaim; and


(d)               
 after Closing (or the
relevant Delayed Closing) the Purchaser agrees to maintain Kuhlman Electric
Corporation and KEC Acquisition Corporation as legal entities until, at the
earliest, the final resolution of the Crystal Springs Insurance Claim and
Crystal Springs Insurance Claim Counterclaim, and the Purchaser further agrees
to take no action which in the opinion of the Purchaser (acting reasonably and
in good faith) would be likely to affect the prospects or position
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the Crystal Springs Insurance Claim or Crystal Springs
Insurance Claim Counterclaim, without first consulting with the Seller.


19.4          
 The Seller shall indemnify
and keep indemnified the Purchaser from and against all Costs it or any member
of the Purchaser Group incur directly in connection with the Crystal Springs
Insurance Claim and Crystal Springs Insurance Claim Counterclaim.


19.5          
 Any amount payable by one
Party to the other pursuant to clause 19.3 or 19.4 shall be paid within ten
Business Days of receipt of a request for payment.


20.              
 Conduct of Purchaser Claims


20.1          
 The Purchaser will have sole
conduct and control of any claim by a third party in respect of which it has
given notice to the Seller that such claim might result in a Non-Tax Claim or a
SPA / Reorganisation Claim being made by the Purchaser under this Agreement (a Third Party Claim), subject to clause 20.2 and the
limitations set out in clause 20.4.  


20.2          
 The Seller will retain
conduct and control of any claim by a third party that has been brought or
threatened prior to the date of this Agreement in relation to: (i) the Seller
Group’s former power cable business divested to NKT Cables Holding AB; or (ii)
the Existing Claim (each an Existing Damages Claim),
and the Purchaser undertakes to cooperate with the Seller to provide all such
assistance as is reasonably necessary in relation to the Existing Damages
Claims, including as set out in clause 27.3 below.  


20.3          
 If the Purchaser or Seller
becomes aware of any claim or potential claim, or of any other matter or
circumstance that is reasonably likely to result in a Third Party Claim, other
than an Existing Claim, the Purchaser and the Seller shall (without prejudice
to the rights of the insurers of the other party and to the extent permitted
under applicable law):


(a)               
 promptly (and in any event
within 10 Business Days of becoming aware of it) give notice of the Third Party
Claim to the other party and ensure that the other party and its
Representatives are given all reasonable information and facilities to
investigate it; and


(b)               
 not take any action or omit
to do so where that action or omission would amount to or result in: (i) the
replacement of any law firm engaged to act in relation to a Third Party Claim
(an Engaged Law Firm) or any amendment to the
terms on which an Engaged Law Firm is engaged; and/or (ii) the joinder,
addition or substitution of any parties to a Third Party Claim.


20.4          
 If the Purchaser becomes
aware of any claim or potential claim, or of any other matter or circumstance
that is reasonably likely to result in a Third Party Claim, the Purchaser shall
(without prejudice to the rights of the insurers of the Purchaser Group):


(a)               
 subject to the Purchaser or
the relevant member of the Purchaser Group being indemnified by the Seller
against all reasonable out of pocket costs and expenses incurred in respect of
that Third Party Claim, and provided that nothing in this clause 20.4(a) (other
than sub-clause (iii)) shall require the Purchaser or any member of the
Purchaser Group to take or omit to take any action which would be reasonably
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bona fide goodwill of the Business, ensure that it and each
member of the Purchaser Group shall:


(i)                
 take such action as the
Seller may reasonably request to avoid, resist, dispute, appeal, compromise or
defend the Third Party Claim;


(ii)              
 promptly provide the Seller
(or its appropriate Representatives) with copies, or in the case of non-written
communications, details, of any development, correspondence or communication in
relation to any Third Party Claim;


(iii)            
 not admit liability or make
any agreement, settlement or compromise (Settlement) 
in relation to the Third Party Claim, nor make, directly or indirectly, any
Settlement proposal in relation to the Third Party Claim, without the prior
written approval of the Seller, such approval not to be unreasonably withheld
or delayed;  


(iv)             
 to the extent permitted by
applicable law and regulation and unless otherwise directed by a regulatory or
judicial body of competent jurisdiction, consult with the Seller (or its
appropriate Representatives) and take into reasonable account any comments and
requests of the Seller (or its appropriate Representatives) prior to
communicating with any other party to a Third Party Claim or with any court or
tribunal (or with any mediator or arbitrator, if applicable) in relation to a
Third Party Claim;  


(v)               
 to the extent reasonably
practicable provide the Seller (or its appropriate Representatives) with drafts
of all submissions, filings and other communications to any other party to the
Third Party Claim or the court or tribunal (or any mediator or arbitrator, if
applicable) in relation to a Third Party Claim within a reasonable time so as
to allow the Seller (and its appropriate Representatives) a reasonable
opportunity to provide comments and for the Purchaser (or its appropriate
Representatives) to take account of any reasonable comments of the Seller (or
its appropriate Representatives) on such drafts prior to their submission;  


(vi)             
 promptly provide the Seller
(or its appropriate Representatives) with copies of all submissions and filings
relating to the Third Party Claim in the form submitted, filed or sent;


(vii)           
 unless the Seller decides
otherwise, or if prohibited by a court or tribunal or by applicable law,
procure that, persons nominated by the Seller attend all court hearings and all
mediations, arbitrations or meetings (and participate in all telephone or other
conversations), in such number as is proportionate to the number of attendees
from other parties and the scope of the relevant meeting, with the relevant
Engaged Law Firm, the parties to the litigation (or their advisers) or the
mediator or arbitrator, if applicable, and use all reasonable endeavours to
ensure the Seller’s appropriate Representatives are permitted to speak at any
such hearings, mediations, arbitrations or meetings (or in telephone or other
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(viii)         
 allow the Seller (if it elects
to do so) to take over the conduct of all proceedings and/or negotiations
arising in connection with the Third Party Claim;


(ix)             
 pursue any appeals, and make
any applications to the court or tribunal, as the Seller may reasonably request
in relation to or for the purpose of any interim or final judgment or rulings
of the court or tribunal in relation to a Third Party Claim and which the
Seller may reasonably request in relation to any appeals or applications
relating to a Third Party Claim; and


(x)               
 use all reasonable
endeavours to provide any information, documentation, evidence (including
witness evidence), and assistance as the Seller may reasonably require in
connection with the preparation for and conduct of any proceedings and/or
negotiations relating to the Third Party Claim.


20.5          
 Whilst complying with the
obligations under clauses 20.1 to 20.4, the Seller and the Purchaser shall take
all reasonable actions to protect attorney-client or legal professional
privilege, work product protection or any other privileges or protections
applicable to any documents or communications relating to the Third Party Claim
and shall agree to consult with the other party (and its appropriate
Representatives) regarding the procedures to be adopted for this purpose.  


20.6          
 The failure of the Seller or
the Purchaser to comply fully with its obligations under clauses 20.1 to 20.5
shall release the other party from its obligations and any liability with
regard to the relevant claim to the extent that such other party has been
adversely affected by such failure to comply.


21.              
 Seller Indemnities


21.1          
 The Seller shall indemnify
and keep indemnified the Purchaser from and against:


(a)               
 any Costs suffered or
incurred by the Purchaser Group arising from:


(i)                
 the matters described in the
document included in the Data Room at document reference 4.1.4.2; and


(ii)              
 the Unaoil Investigation to
the extent such investigation relates directly or indirectly to the Business;


(b)               
 any Costs suffered or
incurred by the Purchaser Group, other than to the extent such Costs arise from
any breach by the Purchaser of its obligations under this Agreement:


(i)                
 arising directly or
indirectly from the Seller Group’s and/or Business' involvement in the proceeding
before the Competition Commission of India with reference Case No. 12/2016 -
InPhase Power Technologies Ltd. versus ABB India Ltd, including in respect of
any direct or indirect customer claim that may arise following the ongoing
investigation by the India Antitrust Agency;  


(ii)              
 arising directly or
indirectly from the Seller Group’s and/or Business' involvement in the
administrative proceeding before the Brazilian 


	
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Administrative Council for Economic Defense (Conselho
Administrativo de Defesa Econômica with reference Administrative Proceeding no
08012.001377/2006-52 (Main Proceeding), which includes for the avoidance of
doubt:


(A)             
 The Administrative
Proceeding no 08700.005146/2015-51 (Split Proceeding I);


(B)             
 The Administrative
Proceeding no 08700.004532/2016-14 (Split Proceeding II); 


(C)             
 The Administrative
Proceeding no 08700.005299/2016-89 (Split Proceeding III);


(D)             
 The Settlement Agreement
(ref. Rivaldo Caram, Simone de Paula, Paulo Vendramini and Giuseppe di Marco)
with reference Administrative Proceeding no 08700.002076/2013-17; and 


(E)              
 The Settlement Agreement
(ref. Angélica Angelhag and Alexandre Malveiro) with reference Administrative
Proceeding no 08700.004617/2016-94,


together,
the Antitrust Investigations; 


(iii)            
 in connection with the
cooperation agreements entered into with individuals in connection with the
Antitrust Investigations; and


(iv)             
 arising directly or
indirectly from the Seller Group’s and/or Business' involvement in the Existing
Claim, being:


(A)             
 the Dutch court proceeding
before the Gerechtshof Arnhem-Leeuwarden with reference number 200.214.976/01
(ABB B.V. c.s. versus TenneT TSO B.V. c.s);


(B)             
 the consolidated proceedings
before the Israeli Central District Court, with reference number Civil Claim
56431-12-13 (Israel Electric Company versus Siemens AG and others) and with
reference number Class Action 47768-09-13 (Zuckerman and others versus Israel
Electric Company and others); and


(C)             
 the Swiss court proceeding
before the Bezirksgericht Zürich with reference number Geschäfts-Nr. CG100260-L/Z11,


including
in respect of (i), (ii) and (iv) above for the avoidance of doubt any appeals
of such judgements or decisions and any agreements entered into by the parties to
settle the above matters;


(i), (ii),
(iii) and (iv) together, the Antitrust Matters; 


(c)               
 [intentionally omitted] 


(d)               
 all Costs incurred, suffered
or sustained by any member of the Purchaser Group or asserted against any of
them, relating to, resulting from or arising out of the Seller Group’s former
power cable business divested to NKT Cables Holding AB, including the Appeal,
any Existing Damages Claim and 


	
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all other investigations or litigation relating to the
conduct of such business prior to such divestment; and


(e)               
 all:


(i)                
 Environmental Liabilities, subject to clause
21.2 below, incurred by any member of the Purchaser Group as a direct or
indirect result of contamination existing at the Closing Date (or the relevant
Delayed Closing Date) (A) in any soil, groundwater or surface water and
associated sediments at or under the Contaminated Sites; or (B) in any other
soil, groundwater or surface water and associated sediments resulting from
migration from any of the Contaminated Sites, but in each case only to the
extent the relevant member of the Purchaser Group is required to take action or
make payment in respect of such contamination:


(A)             
 pursuant to an Environmental
Requirement; or


(B)             
 as a Reasonable and Prudent
Operator in good faith to meet its obligations under Environmental Laws, based
on the advice of external legal counsel; 


(ii)              
 Environmental Liabilities,
subject to clause 21.3 below, incurred by any member of the Purchaser Group as
a direct or indirect result of Asbestos which was present at and/or used on the
Properties by the Seller Group on or prior to the Closing Date (or the relevant
Delayed Closing Date); 


(iii)            
 Costs incurred by any member
of the Purchaser Group as a direct result of the Asbestos Product Claims.


21.2          
 The following terms shall
apply to the indemnity given under clause 21.1(e)(i) above:


(a)               
 the Seller shall not be
liable under clause 21.1(e)(i) to the extent that the relevant Environmental
Liabilities are caused by:


(i)                
 any Investigative Works
carried out after the Closing Date (or the relevant Delayed Closing Date) by or
on behalf of a Relevant Person save for those Investigative Works:


(A)             
 commenced, contracted,
planned or budgeted by the Seller Group before the Closing Date (or the
relevant Delayed Closing Date) in relation to the Business;


(B)             
 for which the Seller has
given its prior written consent;


(C)             
 which a Relevant Person,
acting as a Reasonable and Prudent Operator, considers necessary to comply with
an Environmental Requirement;


(D)             
 which a Relevant Person,
acting as a Reasonable and Prudent Operator, carries out for the purposes of
Routine Maintenance; 


	
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(E)              
 which are the minimum
necessary to comply with (in accordance with the standards of a Reasonable and
Prudent Operator), maintain or renew any Environmental Consent; or


(F)              
 which are the minimum
necessary for the purposes of any:


(I)                
 bona fide potential sale to
a third party of; or


(II)              
 development or engineering
works required for the satisfaction of a genuine and material operational need
of the Business at,


any Contaminated Site, in each case to the extent that (i)
the Purchaser acts in relation to such Investigative Works as a Reasonable and
Prudent Operator using appropriate geophysical, engineering and construction
standards, and (ii) a Reasonable and Prudent Operator would not know or expect
that, the undertaking of the Investigative Works would reasonably be expected
to create or increase any Environmental Liability;


(ii)              
 any disclosure of
information by any Relevant Person to any Governmental Entity after the Closing
Date (or the relevant Delayed Closing Date), unless such disclosure is:


(A)             
 made with the Seller’s prior
written consent; or


(B)             
 that which a Relevant
Person, acting as a Reasonable and Prudent Operator, considers necessary to
comply with an Environmental Requirement or an obligation on the Relevant
Person under Environmental Law or other applicable law; 


(iii)            
 any failure to carry out
material Routine Maintenance other than in accordance with the standards of a
Reasonable and Prudent Operator, or such lower standard as has been applied by
the Seller Group prior to Closing; or


(iv)             
 any change or
intensification of use of any Contaminated Site, or any part thereof, or the
whole or part of any building or structure located on or under any Contaminated
Site after the Closing Date (or the relevant Delayed Closing Date), unless such
change or intensification of use is:


(A)             
 commenced, contracted,
planned or budgeted by the Seller Group before the Closing Date (or the
relevant Delayed Closing Date) in relation to the Business;


(B)             
 made with the Seller’s prior
written consent;


(C)             
 in respect of building works
(including demolition) required to be undertaken by the Business in the
ordinary course of business to satisfy the capacity needs of the Business at
the relevant site;


	
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(D)             
 in respect of building works
required to demolish or repair any buildings, which would be required to be
undertaken by a Responsible and Prudent Operator; 


(E)              
 in respect of any
maintenance or replacement of plant and equipment, which would be required to
be undertaken by a Reasonable and Prudent Operator; or


(F)              
 a change of use which does
not materially increase the obligations of the Business under Environmental
Laws or the obligations of the Seller under clause 21.1(e)(i), in each case in
respect of the relevant Contaminated Site;


(b)               
 the Seller shall not be
liable for the cost of any Remedial Works undertaken after the Closing Date (or
the relevant Delayed Closing Date) which go beyond the minimum reasonably
necessary to:


(i)                
 meet the lawful requirements
of any Environmental Requirement; 


(ii)              
 achieve the minimum
standards that are required under Environmental Laws having regard to the use
and operations of the Contaminated Sites; or


(iii)            
 prevent or address a sudden
and catastrophic event that would be likely to result in significant harm to
the Environment;


(c)               
 the Purchaser shall, and
shall procure that each member of the Purchaser Group shall, use reasonable
endeavours to keep the costs of Remedial Works to a minimum and ensure that the
Cost of any Remedial Work undertaken is that which is commercially reasonable
to satisfy the minimum standards referred to in clause 21.2(b)(ii) above; and


(d)               
 provided that the Seller
accepts that any ensuing liability will be indemnified, the Seller shall, at
its sole election, be entitled to elect to take conduct of any Remedial Works
or any criminal, civil, judicial, administrative or regulatory proceeding, suit
or action by any Governmental Entity or third party under Environmental Law in
relation to any matter covered by the indemnity at clause 21.1(e)(i) (Contamination
Claims). If the Seller so elects, the Purchaser and any relevant
members of the Purchaser Group shall give to the Seller all reasonable
information, assistance and access to personnel, premises, documents and
records as the Seller requests for the conduct of such matters.


21.3          
 The following terms shall
apply to the indemnity given under clause 21.1(e)(ii) above:


(a)               
 the Seller shall only be
liable for Costs associated with Asbestos Remediation Works that have been
actually incurred by the Purchaser and/or any member of the Purchaser Group and
which are the minimum reasonably necessary to:


(i)                
 comply with an order or
other direction of any Governmental Entity requiring Asbestos Remediation
Works; or


	
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(ii)              
 satisfy the minimum
requirements of Asbestos Laws;


(b)               
 the Purchaser shall, and
shall procure that each member of the Purchaser Group shall, use reasonable
endeavours to keep Costs associated with Asbestos Remediation Works to the minimum
necessary to:


(i)                
 comply with an order or
other direction of any Governmental Entity requiring Asbestos Remediation
Works; or


(ii)              
 satisfy the minimum
requirements of Asbestos Laws;


(c)               
 the Purchaser shall not be
entitled to claim under clause 21.1(e)(ii) and the Seller shall not be liable
to the extent that the claim arises by:


(i)                
 any disclosure of
information by any Relevant Person after the Closing Date (or the relevant
Delayed Closing Date) to any third party, unless such disclosure is:


(A)             
 made with the Seller’s prior
written consent; or


(B)             
 made pursuant to an
obligation on the Relevant Person under applicable law;


(ii)              
 the failure to carry out any
monitoring or inspection works at the Properties after the Closing Date (or the
relevant Delayed Closing Date) as required by applicable Environmental Law; or


(iii)            
 any breach after the Closing
Date (or the relevant Delayed Closing Date) of Asbestos Laws by the Purchaser
or any member of the Purchaser Group, save to the extent that such breach was
continuing at Closing; 


(d)               
 the Seller shall not be
liable under clause 21.1(e)(ii) to the extent that any losses that have been
incurred by any Relevant Person in relation to the relevant Environmental
Liabilities are recoverable under any applicable worker’s compensation scheme; 


(e)               
 the Purchaser shall not be
entitled to claim under clause 21.1(e)(ii) and the Seller shall not be liable
if the claim would not have arisen but for any refurbishment, extension,
development, demolition or closure or part closure of any of the Properties
after Closing (or the relevant Delayed Closing Date), unless such
refurbishment, extension, development, demolition or closure or part closure
is: 


(i)                
 commenced, contracted,
planned or budgeted by the Seller Group before the Closing Date (or the
relevant Delayed Closing Date) in relation to the Business;


(ii)              
 made with the Seller’s prior
written consent;


(iii)            
 in respect of building works
(including demolition) required to be undertaken by the Business in the
ordinary course of business to satisfy the capacity needs of the Business at
the relevant site;


	
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(iv)             
 in respect of building works
required to demolish or repair any buildings, which would be required to be
undertaken by a Responsible and Prudent Operator; 


(v)               
 in respect of any maintenance
or replacement of plant and equipment, which would be required to be undertaken
by a Reasonable and Prudent Operator; or 


(vi)             
 a change of use which does
not materially increase the obligations of the Business under Environmental
Laws or the obligations of the Seller under clause 21.1(e)(ii), in each case in
respect of the relevant Contaminated Site; and


(f)                
 the Purchaser shall not be
entitled to claim under clause 21.1(e)(ii) and the Seller shall not be liable
for any Costs relating to asbestos surveys, registers and management plans
enacted following Closing.


21.4          
 With regard to the indemnity
given under clause 21.1(e)(iii) above:


(a)               
 the Purchaser shall give the
Seller reasonable written notice of any contemplated settlement discussions
involving any member of the Purchaser Group and any other party in relation to
any Asbestos Product Claim;


(b)               
 the Purchaser shall also
give the Seller reasonable written notice if a trial date is set in relation to
any Asbestos Product Claim, and, if any such trial takes place, promptly notify
the Seller of the verdict and content of any award made by the relevant court,
when available;


(c)               
 the Purchaser shall use its
best endeavours to respond promptly to any queries addressed to it by the
Seller in relation to the Asbestos Product Claims; and


(d)               
 provided that the Seller
accepts that any ensuing liability will be indemnified, the Seller shall, at
its sole election, be entitled to elect to take conduct of any Asbestos Product
Claim on behalf of the Purchaser or any member of the Purchaser Group. If the
Seller so elects, the Purchaser and any relevant members of the Purchaser Group
shall give to the Seller all reasonable information, assistance and access to
personnel, premises, documents and records as the Seller requests for the
conduct of such matters.


21.5          
 With regard to the conduct
right given under clause 21.2(d) above:


(a)               
 in relation to any Remedial
Works which the Seller has elected to take conduct of, the Seller shall take
such steps as are necessary to ensure such Remedial Works are: 


(i)                
 commenced and completed as
soon as reasonably practicable following the Seller’s election to take conduct
of the works; and 


(ii)              
 effected with minimal
disturbance possible to the operations of the Business being carried out at the
relevant site; and


(b)               
 in relation to any
Contamination Claims the Seller has elected to take conduct of, the Seller
shall:


	
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(i)                
 keep the Purchaser fully
informed of all material developments in relation thereto; and


(ii)        not take any action which may materially
adversely affect the goodwill or reputation of the Business or be materially
detrimental to the Business’ relations with any Governmental Entity.


21.6          
 The provisions of Schedule
27 shall come into effect on the date of this Agreement.


22.              
 Tax  


22.1          
 The provisions of Schedule 8
shall apply in relation to Taxation.


22.2          
 Part B and Part D to Part G
(inclusive) of Schedule 8 (other than paragraphs 1.1(a) and 1.4 of Part E of
Schedule 8) shall come into effect on Closing. The remaining provisions of
Schedule 8 shall come into effect on the date of this Agreement.


23.              
 Insurance


23.1          
 From the date of this
Agreement until Closing (or in the case of the Delayed Business Interests and
Delayed Target Companies, the relevant Delayed Closing), members of the Seller
Group shall maintain all policies of insurance maintained by them in respect of
the Business as at the date of
this Agreement.


23.2          
 Upon Closing (or the relevant
Delayed Closing) all insurance cover arranged in relation to the Business by
the Seller Group, other than insurance cover held by any Target Company,
(whether under policies maintained with third party insurers or otherwise)
shall cease (other than in relation to insured events taking place before
Closing (or the relevant Delayed Closing) as set out in the provisions of
Schedule 9) and no member of the Purchaser Group shall make any claim under any
such policies in relation to insured events in respect of the Business arising
after Closing (or the relevant Delayed Closing). The Seller shall be entitled
to make arrangements with its insurers to reflect this clause.


23.3          
 The provisions of Schedule 9
shall apply in respect of any claims, following the Closing Date, made under
any insurance policy maintained by the Seller Group which relates to insured
events arising in respect of the Business and occurring prior to Closing (or the relevant Delayed Closing).


23.4          
 As from Closing (or the
relevant Delayed Closing), the Purchaser shall arrange for the benefit of the
Target Companies appropriate insurance policies or will insure the Target
Companies as part of the coverage provided by the Purchaser Group’s insurance
policies, in either case in accordance with good commercial practice as to the
scope of insurance for a business of the size and nature of the Business,
operating in the same sector as the Business. 


24.              
 Payment of Inter‐Company
Trading Debt and the
Shareholder Loan


24.1          
 The provisions of Schedule
10 shall apply in respect of the payment of Inter‐Company Trading Debt
and the Shareholder Loan.


24.2          
 The maximum amount of the
principal of the Shareholder Loan plus accrued interest shall be in aggregate
US$3,020,000,000 (of which a maximum of US$3,000,000,000 may be principal).


25.              
 Guarantees and other Third
Party Assurances


	
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25.1          
 At or before and conditional
upon Closing, the Purchaser shall (and the Seller shall use its reasonable
endeavours to cooperate with the Purchaser in so doing) (i) arrange
for substitute letters of credit, Target Company guarantees and other
obligations to replace any Third Party Assurances that the Parties become aware
of in the Pre-Closing Period (the Pre-Closing Third
Party Assurances), or (ii) to the extent permitted by applicable law and
the terms thereof, cause a Target Company to assume all obligations (solely to
the extent relating to the Business) under each Third Party Assurance.  


25.2          
 To the extent that the
Seller Group is not released in full at and from Closing from any Pre-Closing
Third Party Assurances, the Purchaser shall:


(a)               
 use its reasonable efforts
to ensure that as soon as reasonably practicable following Closing each member
of the Seller Group is released in full from such Third Party Assurances; and


(b)               
 pending release of such
Third Party Assurances, the Purchaser shall indemnify the Seller against any
and all Costs arising to the Seller or any of its Affiliates (excluding any
Target Company) after Closing under or by reason of such Third Party Assurances, taking into account the proportion that the
number of registered shares in the capital of the Company held by members of
the Purchaser Group at the time that such Costs arose bears to the total number
of registered shares in the capital of the Company.  


25.3          
 In the event that the Purchaser
becomes aware of any other Third Party Assurance at or after Closing, the
Purchaser shall use its reasonable efforts to ensure that, as soon as
reasonably practicable after becoming so aware, each member of the Seller Group
is released in full from such Third Party Assurance. Pending release of any
Third Party Assurance referred to in this clause, the Purchaser shall indemnify
the Seller against any and all Costs arising to the Seller or any of its
Affiliates (excluding any Target Company) after Closing under or by reason of
such Third Party Assurance, taking into account the proportion that the
number of registered shares in the capital of the Company held by members of
the Purchaser Group at the time that such Costs arose bears to the total number
of registered shares in the capital of the Company.


25.4          
 Nothing in clauses 25.1,
25.2 or 25.3 shall impose any obligations on the Purchaser in respect of any
Third Party Assurances which have been released prior to Closing or which
relate to any Excluded Asset or Excluded Liability.


26.              
 Changes of Name


26.1          
 The Purchaser shall procure
that, subject to the Corporate Brand Licence Agreement, Shareholders’ Agreement
and Ancillary Transaction Document Term Sheets:


(a)               
 as soon as reasonably
practicable after Closing and in any event within six (6) months after the
Closing Date (or, in the case of any Delayed Target Company, within six (6)
months after the relevant Delayed Closing Date), the name of any Target
Company or (Delayed Target Company) that consists of or includes a Restricted
ABB Name in any order is changed to a name which does not include that
Restricted ABB Name or any word or name which is confusingly similar;


	
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(b)               
 promptly after Closing (or,
in the case of any Delayed Target Company, promptly after the relevant Delayed
Closing Date), the Target Companies (or Delayed Target Companies) shall cease
to use or display any trade or service name or mark, business name, logo or
domain name used or held by any member of the Seller Group or any mark, name or
logo which is confusingly similar to a Restricted ABB Name. For the avoidance of doubt, nothing in this
sub-paragraph (b) shall require the Purchaser to effect any changes to any
products or materials in the possession of Business customers; and


(c)               
 as soon as reasonably
practicable after Closing (or, in the case of any Delayed Target Company, as
soon as reasonably practicable after the relevant Delayed Closing Date) and in
any event within six (6) months after the Closing Date (or the relevant Delayed
Closing Date), the Target Companies (or the relevant Delayed Target Companies)
shall not hold themselves out as being part of, or otherwise connected or
associated with, the Seller Group.  


27.              
 Information, Records and
Assistance Post-Closing


27.1          
 Notwithstanding any
additional rights that the Parties may have in accordance with the
Shareholders’ Agreement or any other Transaction Document:


(a)               
 each member of the Purchaser Group shall provide the Seller (at
the Seller’s cost) with reasonable access at reasonable times, and upon
reasonable notice, to (and the right to take copies of) the books, accounts,
customer lists, project documents, database information, procurement records
(including purchases of raw materials and leasing of equipment, including
vessels), key performance indicators, capacity utilisation records, margin
information, research and development information, marketing materials and all
other records held by it after Closing to the extent that they relate to the
Target Companies or the Business in the period up to Closing, but only:


(i)                
 for 6 years following the
Closing Date to the extent necessary for accounting, regulatory or Tax
purposes; or


(ii)              
 for 10 years following the
Closing Date for the purpose of conducting any issued and/or anticipated
proceedings and/or negotiations (including in relation to any Third Party
Claim) by or against any member of the Seller Group so far as they relate to
the Target Companies or the Business (the Purchaser
Records); and


(b)               
 each member of the Seller
Group shall provide the Purchaser (at the Purchaser’s cost) with reasonable
access at reasonable times, and upon reasonable notice, to (and the right to
take copies of) the books, accounts, customer lists, project documents,
database information,  procurement records (including purchases of raw
materials and leasing of equipment, including vessels), key performance
indicators, capacity utilisation records, margin information, research and
development information, marketing materials and all other records held by it
after Closing to the extent that they relate to the Target Companies or the
Business, but only:


(i)                
 for 6 years following the
Closing Date to the extent necessary for accounting, regulatory or Tax
purposes;


	
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(ii)              
 for 10 years following the
Closing Date for the purpose of conducting any issued and/or anticipated
proceedings and/or negotiations (including in relation to any Third Party Claim)
by or against any member of the Purchaser Group so far as they relate to the
Target Companies or the Business (the Seller Records). 


These
obligations are subject to the provisions of clause 32.


27.2          
 Notwithstanding any
additional rights that the Parties may have in accordance with the
Shareholders’ Agreement or any other Transaction Document, for ten years
following the Closing Date:


(a)               
 no member of the Purchaser
Group shall dispose of, or destroy any of, the Purchaser Records without first
giving the Seller at least three months’ notice of its intention to do so and
giving the Seller a reasonable opportunity to remove and retain any of them (at
the Seller’s expense); and


(b)               
 no member of the Seller
Group shall dispose of or destroy any of the Seller Records without first
giving the Purchaser at least three months’ notice of its intention to do so
and giving the Purchaser a reasonable opportunity to remove and retain any of
them (at the Purchaser’s expense).


27.3          
 Following Closing:


(a)               
 without prejudice to the
obligations of clause 20.4, each member of the Purchaser Group shall (at the
Seller’s expense) use all reasonable endeavours to provide such information,
documentation, evidence (including access to employees with knowledge of the
relevant business operations as reasonably necessary pursuant to clause 20.2
above, including but not limited to oral and/or written witness evidence), and
assistance to any member of the Seller Group as the Seller may reasonably
require in relation to any Antitrust Matters and third party proceedings by or
against any member of the Seller Group (including the preparation for and
conduct of any proceedings and/or negotiations relating to any Third Party
Claim or Existing Damages Claim) so far as they relate to the Target Companies
or the Business, including proceedings relating to employee claims or Taxation;


(b)               
 the Seller shall promptly
give to the Purchaser all written notices, correspondence, information or
enquiries received by it in relation to the Target Companies; and


(c)               
 the Purchaser shall promptly
give to the Seller all written notices, correspondence, information or
enquiries received by any member of the Purchaser Group in relation to any
business of the Seller Group not comprised within the Target Companies.


27.4          
 Nothing in clause 27.3(a)
shall require the Purchaser to take any action or to procure or require that
any member of the Purchaser Group take or omit to take any action which would
be reasonably likely to materially adversely affect the bona fide goodwill of
the Business.


27.5          
 Whilst complying with the
obligations under this clause 27 the Seller and the Purchaser shall use all
reasonable endeavours to protect attorney-client or legal professional
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applicable to any documents or communications and shall
consult with the other Party (and its appropriate Representatives) regarding
the procedures to be adopted for this purpose.


28.              
 Post‐Closing
Protective Covenant


28.1          
 The Seller shall ensure that
neither it nor any member of the Seller Group shall for the period of three
years after the Closing Date, either on its own account or in conjunction with
or on behalf of any other person, carry on or be engaged, concerned or
interested, directly or indirectly, whether as shareholder, director, partner,
agent or otherwise, in any Competing Business. For this purpose:


(a)               
 Competing Business means a business that competes with the
Business; provided that carrying on or being engaged in any Permitted Business
shall not be regarded as a Competing Business; and


(b)               
 Permitted Business means, without prejudice to any other term of
this Agreement, any trade or business to the extent carried on at the date of
this Agreement by any member of the Seller Group. A list estimated in good
faith of such trades or
business is provided by the Seller in Schedule 22.


28.2          
 The Seller shall ensure that
neither it nor any member of the Seller Group (excluding any Target Company)
shall for the period of two years after the Closing Date, either on its own account or in conjunction with
or on behalf of any other person, endeavour
to entice away, directly or indirectly solicit, employ or offer to employ, or
offer to conclude any contract of services with, any Key Manager or any
Employee who immediately prior to the date of this Agreement is, or who
subsequently after the date of this Agreement becomes, grade 1 to 7 inclusive within
the Seller Group or the equivalent grade within any Target Company (whether or
not that person would commit a breach of contract by reason of leaving that
employment or engagement).


28.3          
 The provisions of clause
28.2 shall not apply to a recruitment offer made to any Employee (other than a
Key Manager) who contacts any member of the Seller Group solely on his or her
own initiative, or in response to a bona fide employment advertisement
that is not directed at any Key Manager(s) or Employee(s) to whom clause 28.2
relates.  


28.4          
 Nothing in this clause 28
shall prevent, after Closing, the Seller or any of its Affiliates from:


(a)               
 owning and carrying on any
Delayed Business Interest or owning any Delayed Target Company in the period
from Closing to the relevant Delayed Closing Date;  


(b)               
 owning securities, shares or
similar interests in any company or partnership that do not exceed 10 per cent.
in nominal value of the securities, shares or similar interests of that company
or partnership or otherwise grant (directly or indirectly) management functions
or any material influence in that company or partnership beyond that of other
holders of similar securities;


(c)               
 acquiring and subsequently
carrying on or being engaged in any one or more companies and/or businesses
(taken together, the Acquired Business) where
at the time of the acquisition the activities of the Acquired Business include
a Competing Business (the Acquired Competing Business),
if the turnover 


	
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attributed to the Acquired Competing Business in each of
the last two financial years before the acquisition was in each case less than
10 per cent. of the turnover of the Acquired Business as a whole; and/or


(d)               
 performing its obligations
under the Transaction Documents and/or under any other agreement which it may
enter into with a member of the Purchaser Group.


29.              
 Payments


29.1          
 Any payment to be made
pursuant to this Agreement by the Purchaser (or any other member of the
Purchaser Group) shall be made to the Seller’s Bank Account. The Seller agrees
to pay each member of the Seller Group that part of each payment to which it is
entitled.


29.2          
 Any payment to be made
pursuant to this Agreement by the Seller (or any member of the Seller Group)
shall be made to the Purchaser’s Bank Account. The Purchaser agrees to pay each
member of the Purchaser Group that part of each payment to which it is
entitled.


29.3          
 Payments under clause 29.1
and 29.2 shall be in immediately available funds by electronic transfer on the
due date for payment. Receipt of the amount due shall be an effective discharge
of the relevant payment obligation.


29.4          
 If any sum due for payment
in accordance with this Agreement is not paid on the due date for payment, the
person in default shall pay Default Interest on that sum from but excluding the
due date to and including the date of actual payment calculated on a daily
basis.


29.5          
 Notwithstanding anything
else in this Agreement, the amount of any Claim in relation to the Seller
Warranties or any claim (other than a Tax Claim) in respect of any breach or
performance of the Seller Obligations (including, for the avoidance of doubt,
the EPC Indemnities) and the liability of the Seller or its Affiliates in
respect of such a claim shall take into account the proportion (expressed as a
percentage) that the number of registered shares in the capital of the Company
held by members of the Purchaser Group at the time that the loss or shortfall
(as applicable) which is the subject of the claim arose, bears to the total
number of registered shares in the capital of the Company.


30.              
 Costs


30.1          
 Subject to clause 30.2 and
except as otherwise provided in this Agreement (or any other Transaction
Document), each Party shall be responsible for its own Costs and charges
incurred in connection with the Proposed Transaction.


30.2          
 The Purchaser shall bear all
Costs relating to satisfying the Purchaser Condition, and (without prejudice to
its rights under Part B and Part C of Schedule 8) all stamp duty, stamp duty
reserve tax, or other documentary, transfer or registration duties or taxes
(including in each case any related interest or penalties) arising as a result
of the entry into or
implementation of this Agreement (other than, for the avoidance of doubt, as a
result of or in connection with the Reorganisation, which shall be subject to
the provisions of clause 5.8 and Schedule 8, and other than any Tax pursuant to
any Indirect RETT Law which is subject to the provisions of Part C of Schedule
8).  


	
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31.              
 Announcements


31.1          
 Notwithstanding clause 32 and subject to clauses 31.2 and 31.3, from the date of this Agreement until the
date falling twelve months after the Closing Date no Party (nor any of their
respective Affiliates) shall make any public announcement or issue any
communication to shareholders in connection with the existence or subject
matter of this Agreement (or any other Transaction Document) without the prior
written approval of the Purchaser or the Seller (respectively).


31.2          
 Subject to clause 31.3, the
restriction in clause 31.1 shall not apply:


(a)               
 to the extent that the
announcement or communication to shareholders is required by law or by any
stock exchange or any regulatory, governmental or antitrust body having
applicable jurisdiction (provided that any Party proposing to make the
announcement or issue the communication to shareholders shall first inform the
other Parties of its intention to do so and take into account the reasonable
comments of the other Parties);
or


(b)               
 to press interviews and other
public statements made personally by the Seller Group Chief Executive Officer
(the  Seller Senior Manager) or the
Purchaser Group Chief Executive Officer (the  Purchaser Senior Manager)  and any other person the parties may from time
to time agree in writing (consent not to be unreasonably withheld or delayed).


31.3          
 The Parties undertake that
they will not, and the Seller will procure that no member of the Seller Group
or any of its or their respective directors, officers or employees (including
the Seller Senior Manager) will, and the Purchaser will procure that no member
of the Purchaser Group or any of its or their respective directors, officers or
employees (including the Purchaser Senior Manager) will, make any public
announcement, public presentation, public statement or public comment to the
extent that such announcement, presentation, statement or comment:


(a)               
 states that the
consideration paid for the Shares is less than or more than full and fair value
or undervalues or overvalues the Business;


(b)               
 directly criticises, the
business, assets, operations, performance, financial position, policies or
prospects of any member of the Seller Group or any member of the Purchaser
Group;


(c)               
 directly criticises the
period of ownership by the Seller Group of the Business or the conduct of the
Business as a result of the ownership of it by the Seller Group; or


(d)               
 which relates to the
Proposed Transaction and which could reasonably be viewed as intending to cause
material harm to the reputation of any member of the Seller Group in its
capacity as a prior owner of the Business or any member of the Purchaser Group
in its capacity as an owner of the Business.  


32.              
 Confidentiality


32.1          
 For the purposes of this
clause 32, Confidential Information means:


(a)               
 information relating to the
provisions of, and negotiations leading to, this Agreement and the other
Transaction Documents;


	
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(b)               
 (in relation to the
obligations of the Purchaser) any information received, held or inferred by the
Purchaser (or its Representatives) relating to the Seller Group (and not
relating to the Business) or, before Closing, the Business or any of the Target
Companies or, between Closing and any relevant Delayed Closing Date, the
relevant Delayed Business Interest and/or Delayed Target Company; and


(c)               
 (in relation to the
obligations of the Seller) any information received, held or inferred by the
Seller (or any of its Representatives) relating to the Purchaser Group or,
following Closing, the Business or any of the Target Companies (other than,
until the relevant Delayed Closing, any Delayed Business Interest and/or
Delayed Target Company),  


in
each case including written information and information transferred or obtained
orally, visually, electronically or by any other means and any information
which the Party has determined from information it has received including any
forecasts or projections.


32.2          
 From the date of this
Agreement until the date that is one year after the date on which the Seller
and its Affiliates cease to hold any registered shares in the capital of the
Company, each of the Parties and their respective Representatives
shall maintain the Confidential Information in strict confidence and not
disclose Confidential Information to any person except: (i) as permitted by clause 31 or this clause 32;
or (ii) either (A) in
the case of disclosure of Confidential Information by the Purchaser (or any of
its Representatives), if approved in writing by the Seller; or (B) in the case
of disclosure of Confidential Information by the Seller (or any of its Representatives),
if approved in writing by the Purchaser.


32.3          
 Subject to clause 32.4,
clause 32.2 shall not prevent disclosure by a Party or any of its
Representatives to the extent that:


(a)               
 disclosure is required by
law or by any stock exchange or any regulatory, governmental or antitrust body
having applicable jurisdiction;


(b)               
 disclosure is made to a Tax
Authority in connection with the Tax affairs of the disclosing party or an
Affiliate of the disclosing party;  


(c)               
 disclosure is of
Confidential Information which was lawfully in the possession of that Party or
any of its Representatives (in either case as evidenced by written records)
without any obligation of secrecy before its being received or held (in the
case of the Seller, excluding any Confidential Information relating to (i) the
Business or any of the Target Companies that was in its possession prior to the
Closing Date, and (ii) any Delayed Business Interest or Delayed Target Company
that was in its possession prior to the relevant Delayed Closing);


(d)               
 disclosure is of
Confidential Information which was lawfully received from a third party who
does not owe any Party or any Party’s Representatives an obligation of
confidence in relation to such information;


(e)               
 disclosure is of
Confidential Information which has previously become publicly available other
than through that Party’s action or failure to act (or that of its
Representatives);  


	
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(f)                
 disclosure is required for
the purpose of any arbitral or judicial proceedings arising out of this
Agreement (or any other Transaction Document); or


(g)               
 disclosure is required in
order to give effect to the Reorganisation.


32.4          
 Each of the Parties
undertakes that it (and its Representatives) shall only disclose Confidential
Information as permitted by this clause 32 if: (i) it
is reasonably required; and (ii) such disclosing Party has, as far as it
is practicable and lawful to do so, first consulted with the other Parties in
order to (a) give
the other Parties the opportunity to contest the disclosure, and (b) take into
account the other Parties’ reasonable requirements (if any) of the proposed
form, timing, nature and context of the disclosure.


32.5          
 If this Agreement
terminates, the Purchaser shall as soon as practicable on request by the
Seller:


(a)               
 return to the Seller or
destroy all written documents and other materials containing Confidential
Information which the Seller (or its Representatives) have provided to the
Purchaser (or any of its Representatives) without keeping any copies thereof; and


(b)               
 destroy all information or
other documents derived from such Confidential Information (provided that the
Purchaser and its Representatives may retain any reports, notes or other
material prepared by them or on their respective behalf which incorporates
Confidential Information, in each case provided that such information is kept
confidential and continues to be subject to the terms of this clause 32); and


(c)               
 so far as it is reasonably
practicable to do so, expunge such Confidential Information from any computer,
word processor or other device.


32.6          
 The Purchaser shall, at the
request of the Seller, certify in writing to the Seller that clause 32.5 has
been complied with.


32.7          
 Each of the Purchaser and
its Representatives may retain any Confidential Information:


(a)               
 if it is required to do so
by any applicable law or regulation, including the rules of a professional body
or under the terms of any of their insurance policies; or


(b)               
 so far as it is contained in
any computer, word processor or other device, as part of automated back-up or
disaster recovery procedures,


and any
Confidential Information retained under this clause 32.7 shall continue to be
held in compliance with this Agreement.


32.8          
 Each Party shall be
responsible for any act or omission by any of its Representatives which is, or
if done or omitted to be done by the respective Party would be, a breach of
this clause 32.


32.9          
 For the avoidance of doubt,
the Confidentiality Agreement entered into between the ABB Asea Brown Boveri
Ltd and Hitachi, Ltd on 22 March 2018 (the Existing
Confidentiality Agreement) shall continue to apply in accordance with
its terms. If there is any conflict between this clause 32 and the Existing
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Agreement in respect of the confidentiality obligations
imposed on the Parties or their respective Representatives under this Agreement
and the Existing Confidentiality Agreement, this Agreement shall prevail in
respect of such obligations.


33.              
 Assignment


33.1          
 Unless the Seller and the Purchaser specifically agree in writing, neither the Seller nor
the Purchaser shall (and the Seller and the Purchaser shall procure that no
member of the Seller Group or the Purchaser Group (as applicable) shall)
assign, transfer, hold on trust or encumber all or any of its rights under this
Agreement or any other Transaction Document (as applicable) nor grant, declare,
create or dispose of any right or interest in any of them, save that all or any
of the Purchaser’s rights under this Agreement may (notwithstanding any other
provisions of this Agreement) be assigned by the Purchaser to any other member
of the Purchaser Group (or by any such member to or in favour of any other
member of the Purchaser Group), provided that if such assignee ceases to be a
member of the Purchaser Group, such assignment shall immediately cease to have
effect and be rendered void.


Any
purported assignment in contravention of this clause 33 shall be void.


33.2          
 If an assignment is made in
accordance with clause 33 or with the specific agreement of the Seller and
Purchaser in writing, the liabilities of the non-assigning Party and its Affiliates
to the assigning Party and its Affiliates under this Agreement shall be no
greater than such liabilities would have been if the assignment had not
occurred.


34.              
 Further Assurances


34.1          
 Each Party shall, from
Closing, execute, or procure the execution of, such further documents as may be
required by law or be necessary to implement and give effect to the Transaction
Documents.  


34.2          
 Each Party shall procure
that its Representatives comply with all obligations under the Transaction
Documents that are expressed to apply to any such Representatives.


35.              
 Wrong Pockets


35.1          
 If at any time from Closing
any Target Company owns any interest in (i) any asset not exclusively or predominantly
pertaining to the Business (save for any Business Asset and any other asset in
respect of which and to the extent that rights are expressly granted in or
transferred to the Purchaser or any Target Company pursuant to the Transaction
Documents) or (ii) any Excluded Asset (each a Seller
Wrong Pocket Asset) the Seller may give written notice to the Purchaser
of the same at any time within 24 months following Closing, upon receipt of
which the Purchaser shall, as soon as practicable, ensure that such interest in
any Seller Wrong Pocket Asset (together with any benefit or sum, net of Tax and
other out of pocket expenses, accruing to any member of the Purchaser Group as
a result of holding that interest since Closing) is transferred to such member
of the Seller Group as the Seller shall specify on terms that there will be no
payment for doing so and no change to the Initial Price or the Final Price. The
Seller shall provide such assistance to the Purchaser as the Purchaser
reasonably requires for the purposes of this transfer and shall indemnify the
Purchaser against any and all Costs suffered or incurred by the Purchaser or
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parties in relation to the transfer or as a result of
holding the relevant interest for the period from Closing until it is so
transferred.


35.2          
 If at any time from Closing
any Target Company has assumed any Excluded Liability (a Seller Wrong
Pocket Liability), the Purchaser may give written notice to the Seller
of the same at any time within 24 months following Closing, upon receipt of
which  the Seller shall, as soon as practicable, ensure
that such member of the Seller Group as the Seller shall specify assumes such
Seller Wrong Pocket Liability (together with any losses accruing to any member
of the Purchaser Group as a result of holding that Seller
Wrong Pocket Liability since Closing) on terms that there will be no payment for doing so and no change to the Initial Price  or
the Final Price. The Purchaser shall provide such assistance to
the Seller as the Seller reasonably requires for the purpose of this assumption and the Seller shall indemnify the Purchaser
against any and all Costs arising from that Seller Wrong Pocket Liability during the period from
Closing until its assumption by the relevant member of the Seller Group.


35.3          
 If at any time from Closing
any member of the Seller Group owns any Business Asset (a) the
transfer of which is not subject to any outstanding Third Party Consent and (b) which is not part
of a Delayed Business Interest or Delayed Target Company (a Purchaser Wrong Pocket Asset), the Purchaser may give
written notice to the Seller of the same at any time within 24 months following
Closing, upon receipt of which the Seller shall, as soon as practicable, ensure
that such interest in any Purchaser Wrong Pocket Asset (together with any
benefit or sum, net of Tax and other out of pocket expenses, accruing to any
member of the Seller Group as a result of holding that interest since Closing)
is transferred to such member of the Purchaser Group as the Purchaser shall
specify on terms that there will be no payment for doing so and no change to
the Initial Price or the Final Price. The Purchaser shall provide such
assistance to the Seller as the Seller reasonably requires for the purpose of
this transfer and shall indemnify
the Seller against any and all Costs suffered or incurred by the Seller or any
member of the Seller Group in favour of any third parties in relation to the
transfer or as a result of holding the relevant interest for the period from
Closing until it is so transferred.


35.4          
 If at any time from Closing
any Target Company has not fully assumed any Assumed Liability, other than (a) on
account of a required Third Party Consent not having been obtained or (b) liabilities that
form part of a Delayed Business Interest, (a Purchaser
Wrong Pocket Liability), the Seller may give written notice to the
Purchaser of the same at any time within 24 months following Closing, upon
receipt of which the Purchaser shall, as soon as
reasonably practicable, ensure that such member of the Purchaser Group as the
Purchaser shall specify assumes the relevant Purchaser Wrong Pocket Liability (together with any losses accruing to any member
of the Seller Group as a result of holding that Purchaser Wrong Pocket
Liability since Closing) on terms
that there will be no payment for doing so and no change to the Initial Price or the Final Price. The Seller shall provide
such assistance to the Purchaser as the Purchaser reasonably requires for the
purpose of this transfer and the
Purchaser shall indemnify the Seller against any and all Costs arising from that Purchaser Wrong Pocket Liability during the
period from Closing until its assumption by the relevant member of the Purchaser
Group.


	
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35.5          
 If at any time from a
Delayed Closing the relevant Delayed Target Company owns any interest in (a) any asset
not exclusively or predominantly pertaining to the relevant Delayed Business
Interest (save for any Business Asset and any other asset in respect of which
and to the extent that rights are expressly granted in or transferred to the
Purchaser or any Target Company pursuant to the Transaction Documents) or (b) any Excluded
Asset (each a Seller Delayed Wrong Pocket Asset)
the Seller may give written notice to the Purchaser of the same at any time
within 24 months following the relevant Delayed Closing, upon receipt of which
the Purchaser shall, as soon as practicable, ensure that such interest in any
Seller Delayed Wrong Pocket Asset (together with any benefit or sum, net of Tax
and other out of pocket expenses, accruing to any member of the Purchaser Group
as a result of holding that interest since the relevant Delayed Closing) is
transferred to such member of the Seller Group as the Seller shall specify on
terms that there will be no payment for doing so and no change to the Initial
Price or the Final Price. The Seller shall provide such assistance to the
Purchaser as the Purchaser reasonably requires for the purposes of this
transfer and shall indemnify the Purchaser against any and all Costs suffered
or incurred by the Purchaser or any of its Affiliates or any Target Company in
favour of any third parties in relation to the transfer or as a result of
holding the relevant interest for the period from the relevant Delayed Closing
until it is so transferred.


35.6          
 If at any time from a
Delayed Closing the relevant Delayed Target Company has assumed any Excluded
Liability (a Seller Delayed Wrong Pocket Liability),
the Purchaser may give written notice to the Seller of the same at any time
within 24 months following the relevant Delayed Closing, upon receipt of which the Seller shall, as soon as practicable, ensure
that such member of the Seller Group as the Seller shall specify assumes such
Seller Delayed Wrong Pocket Liability (together with any losses accruing to any
member of the Purchaser Group as a result of holding that Seller Wrong Pocket
Liability since the relevant Delayed Closing) on terms that there will be no payment for doing so and no change to the Initial Price or the Final Price. The Purchaser
shall provide such assistance to the Seller as the Seller reasonably requires
for the purpose of this assumption and the Seller shall indemnify the Purchaser
against any and all Costs arising to the Purchaser or any member of the
Purchaser Group from that Seller
Wrong Pocket Liability during the period from the relevant Delayed Closing
until its assumption by the relevant member of the Seller Group.


35.7          
 If at any time from a
Delayed Closing any member of the Seller Group owns part of the relevant
Delayed Business Interest the transfer of which is not subject to any
outstanding Third Party Consent (a Purchaser Delayed
Wrong Pocket Asset), the Purchaser may give written notice to the Seller
of the same at any time within 24 months following the relevant Delayed
Closing, upon receipt of which the Seller shall, as soon as practicable, ensure
that such interest in any Purchaser Delayed Wrong Pocket Asset (together with
any benefit or sum, net of Tax and other out of pocket expenses, accruing to
any member of the Seller Group as a result of holding that interest since the
relevant Delayed Closing) is transferred to such member of the Purchaser Group
as the Purchaser shall specify on terms that there will be no payment for doing
so and no change to the Initial Price or the Final Price. The Purchaser shall
provide such assistance to the Seller as the Seller reasonably requires for the
purpose of this transfer and shall indemnify the Seller against any and all
Costs suffered or 


	
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incurred by the Seller or any member of the Seller Group in
favour of any third parties in relation to the transfer or as a result of
holding the relevant interest for the period from the relevant Delayed Closing
until it is so transferred.


35.8          
 If at any time from a
Delayed Closing the relevant Delayed Target Company has not fully assumed any
liability which forms part of the relevant Delayed Business Interest other than
on account of a required Third Party Consent not having been obtained (a Purchaser Delayed Wrong Pocket Liability), the Seller
may give written notice to the Purchaser of the same at any time within 24
months following the relevant Delayed Closing, upon receipt of which the
Purchaser shall, as soon as reasonably practicable, ensure that such member of
the Purchaser Group as the Purchaser shall specify assumes the relevant
Purchaser Delayed Wrong Pocket Liability (together with any losses accruing to any member of the
Seller Group as a result of holding that Purchaser Wrong Pocket Liability since
the relevant Delayed Closing) on
terms that there will be no payment for doing so and no change to the Initial
Price or the Final Price. The Seller shall provide such assistance to the
Purchaser as the Purchaser reasonably requires for the purpose of this transfer
and the Purchaser shall indemnify the Seller against any and all Costs arising
from that Purchaser Delayed Wrong
Pocket Liability during the period from the relevant Delayed Closing until its assumption by the relevant member of the
Purchaser Group.  


35.9          
 If, at or after the Closing
Date, any member of the Seller Group (other than a Delayed Target Company)
receives any payments that are attributable to any member of the Purchaser
Group pursuant to the terms of this Agreement or the Reorganisation Agreements,
the Seller shall promptly pay or procure that the relevant member of the Seller
Group promptly pays (as applicable) a sum equal to such payment (net of any Tax
actually incurred by the Seller Group thereon) to the relevant member of the Purchaser Group.


35.10       
 If, at or after a Delayed
Closing, any member of the Seller Group receives any payments that are
attributable to a Delayed Target Company that has become part of the Purchaser
Group pursuant to the terms of this Agreement or the Reorganisation Agreements,
the Seller shall promptly pay or procure that the relevant member of the Seller
Group promptly pays (as applicable) a sum equal to such payment (net of any Tax
actually incurred by the Seller Group thereon) to such Delayed Target Company.  


35.11       
 If, at or after the Closing
Date, any member of the Purchaser Group receives any payments that are
attributable to any member of the Seller Group (other than a Delayed Target
Company) pursuant to the terms of this Agreement or the Reorganisation
Agreements, the Purchaser shall promptly pay or procure that the relevant
member of the Purchaser Group promptly pays (as applicable) a sum equal to such
payment (net of any Tax actually incurred by the Purchaser Group thereon) to
the relevant member of the Seller Group.


35.12       
 If a member of the Seller
Group is obliged under applicable law to repay to a third party any payment in
respect of which any member of the Seller Group has made a payment to any
member of the Purchaser Group pursuant to clause 35.9, the relevant member of the
Purchaser Group shall, upon written notice from the relevant member of Seller
Group, promptly pay to the relevant member of the Seller Group an amount equal
to such payment made pursuant to clause 35.9.


	
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35.13       
 If a member of the Purchaser
Group is obliged under applicable law to repay to a third party any payment in
respect of which any member of the Purchaser Group has made a payment to any
member of the Seller Group pursuant to clause 35.11, the relevant member of the
Seller Group shall, upon written notice from the relevant member of the
Purchaser Group, promptly pay to the relevant member of the Purchaser Group an
amount equal to such payment made pursuant to clause 35.11.


35.14       
 The Parties shall consult in
good faith in relation to, and shall use reasonable endeavours to mitigate, any
Tax liability that may arise in connection with any transfer, assumption,
holding, receipt or payment to be made pursuant to this clause 35.  


36.              
 Notices


36.1          
 Any notice to be given by one Party to any other Party in connection with this Agreement shall
be in writing in English and signed
by or on behalf of the Party giving it. It shall be delivered by hand, email (only in case of any notice to be
given to the Seller), registered post or courier using an internationally
recognised courier company.


36.2          
 A notice shall be effective
upon receipt and shall be deemed to have been received: (i) at the
time of delivery, if delivered by hand, registered post or courier; or (ii) at
the time of transmission if delivered by email (only in the case of notices
delivered to the Seller). Where delivery occurs outside Working Hours, notice
shall be deemed to have been received at the start of Working Hours on the next
following Business Day.


36.3          
 The addresses and email
addresses of the Parties for the purpose of clause 36.1 are:  


	
  Seller

  	
  Address:

  c/o
  The General Counsel

  ABB Asea Brown Boveri Ltd

  Affolternstrasse 44

  8050 Zurich, Switzerland

  	
  Email: 

  Diane.desaintvictor@ch.abb.com

  
	
  For
  the attention of:

  	
  Diane
  de Saint Victor, General Counsel

  	
   

  
	
  With
  copies to:

  	
  Piers
  Prichard Jones

  

  Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS, United
  Kingdom

  	
  piers.prichardjones@freshfields.com
  

  
	
  Purchaser

  	
  Address:

  c/o
  The General Counsel

  Hitachi, Ltd.

  6-6, Marunouchi 1-chome

  Chiyoda-ku

  Tokyo 100-8280

  Japan

  	
  kohei.kodama.ut@hitachi.com

   

  
	
  For
  the attention of:

  	
  Kohei
  Kodama, General Counsel

  	
   

  






	
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  with
  a copy to (which shall not constitute notice):

  	
  David
  Allen

  

  Baker & McKenzie LLP

  100 New Bridge Street 

  London EC4V 6JA

  United Kingdom

  	
  David.Allen@bakermckenzie.com

  






36.4          
 Each Party shall notify the
other Parties in writing of a change to its details in clause 36.3 from
time to time.


37.              
 Conflict with other
Agreements


If there is
any conflict between the terms of this Agreement and any other agreement, this
Agreement shall prevail (as between the Parties and as between any members of
the Seller Group and any members of the Purchaser Group) unless: (i) such other
agreement expressly states that it overrides this Agreement in the relevant
respect; and (ii) the Seller and the Purchaser are either also parties to that
other agreement or otherwise expressly agree in writing that such other
agreement shall override this Agreement in that respect.


38.              
 Whole Agreement


38.1          
 This Agreement and the other
Transaction Documents together set out the whole agreement between the Parties
and their respective Affiliates in respect of the sale and purchase of the
Shares, the transfer of the Business to the Target Companies and the
Reorganisation and supersede any previous draft, agreement, arrangement or
understanding, whether in writing or not, relating to the Proposed Transaction.
It is agreed that:


(a)               
 no Party or its respective
Affiliates has relied on or shall have any claim or remedy arising under or in
connection with any statement, representation, warranty or undertaking made by
or on behalf of any other Party (or its respective Connected Persons) in
relation to the Proposed Transaction that is not expressly set out in this
Agreement or any other Transaction Document;


(b)               
 any terms or conditions
implied by law in any jurisdiction in relation to the Proposed Transaction are
excluded to the fullest extent permitted by law or, if incapable of exclusion,
any right or remedies in relation to them are irrevocably waived;


(c)               
 the only right or remedy of
a Party or its respective Affiliates in relation to any provision of this
Agreement or any other Transaction Document, or the Reorganisation, shall be
for breach of this Agreement or the relevant Transaction Document;  and


(d)               
 except for any liability in
respect of a breach of this Agreement or any other Transaction Document, no
Party or its respective Affiliates (or any of their Connected Persons) shall
owe any duty of care or have any liability in tort or otherwise to any other
Party or its respective Affiliates (or any of their Connected Persons) in
relation to the Proposed Transaction.


	
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38.2          
 Nothing in this clause 38
shall limit any liability for (or remedy in respect of) fraud or fraudulent
misrepresentation.


38.3          
 Each Party agrees to the
terms of this clause 38 on its own behalf and as agent for each of its
Connected Persons. For the purpose of this clause, Connected
Persons means (in relation to a Party) the officers, employees, agents
and advisers of that Party or any of its Affiliates.


39.              
 Waivers, Rights and Remedies


Except
as expressly provided in this Agreement, no failure or delay by any Party or
any of its Affiliates in exercising any right or remedy relating to this
Agreement or any of the other Transaction Documents shall affect or operate as
a waiver or variation of that right or remedy or preclude its exercise at any
subsequent time. No single or partial exercise of any such right or remedy
shall preclude any further exercise of it or the exercise of any other remedy.


40.              
 Counterparts


This
Agreement may be executed in any number of counterparts, and by each Party on
separate counterparts. Each counterpart is an original, but all counterparts
shall together constitute one and the same instrument. Delivery of a
counterpart of this Agreement by e-mail attachment or telecopy shall be an
effective mode of delivery.


41.              
 Variations


No
amendment of this Agreement (or of any other Transaction Document) shall be
valid unless it is in writing and duly executed by or on behalf of all of the
Parties (or in the case of the other Transaction Documents, the parties to the
relevant document).


42.              
 Invalidity


Each
of the provisions of this Agreement and the other Transaction Documents is
severable. If any such provision is held to be or becomes invalid or
unenforceable under the law of any jurisdiction, the Parties (and, in case of
the other Transaction Documents, the parties to the relevant document) shall
use all reasonable efforts to replace it with a valid and enforceable
substitute provision the effect of which is as close to its intended effect as
possible.


43.              
 Third Party Enforcement
Rights


43.1          
 The individuals, entities,
Representatives and Connected Persons specified in clauses 17.5, 17.6 and
38 shall each have the right to enforce the relevant terms of those respective
clauses by reason of the Contracts (Rights of Third Parties) Act 1999. This
right is subject to (i) the rights of the Parties to amend or vary this
Agreement without the consent of any such persons, and (ii) the other terms and
conditions of this Agreement.


43.2          
 Except as provided in clause
43.1, a person who is not a party to this Agreement shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.


44.              
 Governing Law and
Jurisdiction


	
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44.1          
 This Agreement and any
non-contractual obligations arising out of or in connection with this Agreement
shall be governed by, and interpreted in accordance with, English law.


44.2          
 Without prejudice to
paragraphs 5 to 8 (inclusive) of Part C of Schedule 11, any Dispute arising out
of or in connection with this Agreement, including any question regarding its
existence, validity or termination, shall be referred to and finally resolved
by arbitration under the Rules of Arbitration of the International Chamber of
Commerce, which Rules are deemed to be incorporated by reference into this
clause 44.


44.3          
 The tribunal shall consist
of three arbitrators. The parties to the Dispute shall each nominate one
arbitrator, provided that where there are multiple claimants or multiple
respondents, the multiple claimants jointly and the multiple respondents
jointly shall nominate an arbitrator. The third arbitrator, who shall be the
presiding arbitrator on the tribunal, shall be nominated by agreement of the
parties to the Dispute or, if
the parties fail to agree on a nomination within 20 Business Days of the
nomination date of the second arbitrator, the third arbitrator shall be
selected and appointed by the ICC Court.


44.4          
 The seat, or legal place, of
the arbitration shall be London.


44.5          
 The language to be used in
the arbitral proceedings shall be English.


44.6          
 The parties undertake to
keep confidential all awards rendered in the arbitration proceedings, all
materials in the arbitration created for the purpose of the arbitration and all
other documents produced by another party in the proceedings that are not
otherwise in the public domain, save and to the extent that disclosure is
required pursuant to a legal duty, to protect or pursue a legal right, or to
enforce or challenge an award in legal proceedings before a state court or
other legal authority.


44.7          
 The tribunal shall seek to
resolve any Dispute referred to it as expeditiously as possible, avoiding
unnecessary delay or expense, and to that end it shall have the power to
dismiss any claim or defence raised in the proceedings by way of a summary
procedure if satisfied that the claim or defence is: (a)
manifestly outside its jurisdiction; or (b) manifestly without any legal merit. Any such
dismissal shall be set out in a reasoned award, and the tribunal shall first
give the claimant and respondent parties an opportunity to make written and
oral submissions on the relevant substantive issues.


44.8          
 Notwithstanding the parties’
arbitration agreement in this clause 44, if any party applies to any competent
court for the commencement of winding up, administration or other insolvency
proceedings in respect of any other party on the basis of an alleged debt claim
arising out of or in connection with this Agreement, that court shall have
jurisdiction to make a ruling pertaining to the merits of the debt claim if and
to the extent required under applicable law in order for the court to determine
such application, and the parties shall not argue to the contrary. For the
avoidance of doubt, the making of such an application to court shall not
constitute a breach of the parties’ arbitration agreement.


44.9          
 Nothing in this clause 44
shall prevent any party from seeking interim relief from any competent court in
support of the arbitration proceedings at any time, whether before or after the
constitution of the tribunal.


	
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44.10       
 The Seller shall at all
times maintain an agent for service of process and any other documents in
proceedings in England and Wales or any other proceedings in connection with
this Agreement. Such agent shall be ABB Limited of Daresbury Park, Daresbury,
Warrington, Cheshire WA4 4BT, England (company number 3780764) and any claim
form, judgment or other notice of legal process shall be sufficiently served on
the Seller if delivered to such agent at its address for the time being. The
Seller waives any objection to such service. The Seller irrevocably undertakes
not to revoke the authority of this agent and if, for any reason, the Purchaser
requests the Seller to do so the Seller shall promptly appoint another such
agent with an address in England and advise the Seller. If, following such a
request, the Seller fails to appoint another agent within five Business Days,
the Purchaser shall be entitled to appoint one on behalf of the Seller at the
Seller’s expense. Nothing in this Agreement shall affect the Purchaser’s right
to serve process in any other manner permitted by law.


44.11       
 The Purchaser shall at all
times maintain an agent for service of process and any other documents in
proceedings in England and Wales or any other proceedings in connection with
this Agreement. As at the date of this Agreement, such agent is Baker &
McKenzie LLP of 100 New Bridge Street, London, EC4V 6JA and any
claim form, judgment or other notice of legal process shall be sufficiently
served on the Purchaser if delivered to such agent at its address for the time
being. The Purchaser waives any objection to such service. The Purchaser
irrevocably undertakes not to revoke the authority of this agent and if, (i)
for any reason, the Seller requests the Purchaser to do so, or (ii) such agent
at any time resigns its appointment, the Purchaser shall promptly appoint
another such agent with an address in England and advise the Seller. If,
following such a request or resignation, the Purchaser fails to appoint another
agent within five Business Days, the Seller shall be entitled to appoint one on
behalf of the Purchaser at the Purchaser’s expense. Nothing in this Agreement
shall affect the Seller’s right to serve process in any other manner permitted
by law.


 


 


 


 


 


 


	
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Schedule 28 


Definitions and Interpretation 


1.          Definitions. In this Agreement, the
following words and expressions shall have the following meanings: 


Accounts Date means 31 December 2017; 


Acquired Business  has the meaning given to it in
clause 28.4(c); 


Acquired Competing  Business has
the meaning given to it in clause 28.4(c); 


Affiliate means, in relation to any Party, any subsidiary or
parent company of that Party and any subsidiary of any such parent company, in
each case from time to time; 


Aggregate Delayed  Closing  Consideration 
means, the aggregate Delayed Consideration in respect of all Delayed
Jurisdictions; 


Agreed Form  means, in relation to a document,
the form of that document which is initialled for the purpose of identification
by or on behalf of the Seller and the Purchaser (in each case with such
amendments as may be agreed in writing by or on behalf of the Seller and the
Purchaser); 


Ancillary
Transaction Document Term Sheet means, in respect of each
Ancillary Transaction Document, the term sheet for that Ancillary Transaction
Document in Agreed Form; 


Ancillary
Transaction Documents means: 


(a)               
 the
Transitional Services Agreement; 


(b)               
 the
Mutual Supply Agreement;  


(c)               
 the
R&D Cooperation Agreement; 


(d)               
 the
IP Licence Agreement; 


(e)               
 the
Corporate Brand Licence Agreement; 


(f)                
 the
Marketing Support Agreement;  


(g)               
 the
Liaison Service Agreement; and  


(h)               
   the Software Agreement, 


provided
that to the extent any Ancillary Transaction Document has not been entered into
by the Closing Date, any reference in this Agreement to such Ancillary
Transaction Document (excluded in clause 12.3) shall be deemed to be a
reference to the relevant Ancillary Transaction Document Term Sheet until such
time as the relevant Ancillary Transaction Document has been entered into; 


Anti-Bribery Laws means, in each case to the
extent that they are applicable to the Seller Group (as the case may be): (i)
the U.S. Foreign Corrupt Practices Act of 1977; (ii) the U.K. Bribery Act of
2010; (iii) any applicable law, rule, or regulation promulgated to implement
the OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, signed on 17 December 1997; and (iv) any
other applicable law, rule or regulation of similar purpose and scope in any
jurisdiction, including books and records offences relating directly or
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Antitrust Clearances means those Clearances
required pursuant to Antitrust Laws set out in paragraph 1 of Schedule 20; 


Antitrust Investigations has the meaning given in
clause 21.1(b); 


Antitrust Laws means the HSR Act and any other equivalent laws
applicable to the Purchaser and the Seller under any applicable jurisdiction
that are designed to prohibit, restrict or regulate actions having the purpose
or effect of monopolization or restraint of trade; 


Antitrust Matters has the meaning given in
clause 21.1(b); 


Appeal has the meaning given in clause 19.1;  


Asbestos means all or any of the following naturally occurring
minerals: crocidolite, amosite, chrysotile, fibrous actinolite, fibrous
anthophyllite or fibrous tremolite or any mixture containing any of those
minerals; 


Asbestos Laws means all international, European Union,
national, state, federal, regional or local laws (including common law, statute
law, civil, criminal and administrative law), together with all subordinate
legislation, which are in force at the date of this Agreement, relating to
Asbestos; 


Asbestos Product Claims means the legal proceedings
described in Schedule 23; 


Asbestos Remediation Works means any works that are
required under Asbestos Laws to manage, remove or minimise the risk to human
health and safety associated with Asbestos (including removal or encapsulation)
and any sampling or monitoring in connection with those works; 


Assumed Liabilities means all Business
Liabilities, all Assumed Pension and Employment 


Liabilities
and all Liabilities relating to the Properties, in each case excluding the
Excluded Liabilities; 


Assumed Pension and Employment Liabilities means (i) any
Liabilities assumed by the Target Companies or a member of the Purchaser Group
as contemplated by clause 8; and (ii) any Liabilities under or in respect of
Pension Arrangements which are assumed by the Target Companies as contemplated
in clause 9; 


Automatic Transferring Employees has the meaning given in
clause 8.2;    


Business  means the development,
engineering, manufacturing and sale of products, systems and projects that
relate to the businesses of: (a) power grid automation, (b) power grid
integration, (c) high voltage products, and (d) transformers, in each case
carried on by the Seller Group. The 


Business
comprises the Business Assets and the Assumed Liabilities, but excludes the
Excluded Assets and the Excluded Liabilities; 


Business Accounts Receivable means all Trade Debts due or
payable to the Seller Group relating exclusively or predominantly to the
Business (inclusive of (i) any interest payable on, and (ii) the benefit of all
securities, guarantees, indemnities and rights relating to, those amounts); 


Business Assets means all the property, undertaking, rights and
assets of the Seller Group relating exclusively or predominantly to the
Business, including any assets falling into the categories of assets set out in
Part A of Schedule 2, but excluding the Excluded Assets; 


	
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Business Claims means the benefit of all rights, claims, causes
of action and other receivables arising exclusively or predominantly from the
carrying on of the Business by the Seller Group (whenever arising and including
in respect of insurance), but excluding rights, claims, causes of action and
other receivables to the extent that they relate to any of the Excluded
Liabilities; 


Business Contracts means all contracts,
engagements, licences, guarantees and other commitments that relate exclusively
or predominantly to the Business entered into by or on behalf of, or the
benefit of which is held on trust for or has been assigned to, a member of the
Seller Group prior to Closing, (but excluding agreements, leases or other
documents recording or creating rights of ownership or occupation of Properties
and excluding the Shared Contracts);  


Business Day means a day other than a Saturday or Sunday or
public holiday in England and Wales on which banks are open in Zurich, Tokyo,
New York and London for general commercial business; 


Business Employees has the meaning given to it in
clause 8.8; 


Business Goodwill means the goodwill relating to
the Business, together with the exclusive right for the Target Companies to
represent themselves as carrying on the Business in succession to the Seller
Group; 


Business Information means all information
(whether in hard copy or computer format) in respect of which the Seller Group
has a right to transfer possession to a Target Company to the extent that such
information relates exclusively or predominantly to the Business; 


Business IP means the Intellectual Property Rights owned by
the Seller (or a member of the Seller Group) and which are used by the Seller
Group exclusively or predominantly in relation to the Business or which relate
exclusively or predominately to the Business, including all intellectual
Property Rights owned by the Seller (or a member of the Seller Group) in (i)
the trade marks listed in the Data Room at document reference 8.2.1, and (ii)
the patents and patent applications against which “Topaz” is identified in the
“Ownership categorization” column of document references 8.1.5.6 and 8.1.5.8 of
the Data Room (in the case of each of (i) and (ii), save to the extent that
those rights lapse in the ordinary course of Business), but excluding the
patents and patent applications against which “Sapphire” is identified in the
“Ownership categorization” column of document references 8.1.5.6 and 8.1.5.8 of
the Data Room; 


Business IP Licence has the meaning given in
clause 10.3 of Part A of Schedule 5; 


Business IT Equipment means personal computers,
computer assets, servers, printers, photocopiers, telephone systems, routers
and other telecommunications equipment, including telephones and iPads,
relating exclusively or predominantly to the Business; 


Business Liabilities means all Liabilities of the
Seller Group (including trade creditors) to the extent arising exclusively or
predominantly from the Business and/or the Business Assets (excluding any
Liabilities relating to any of the Properties already excluded from Assumed Liabilities),
including all Liabilities arising under any of the 


	
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Business
Contracts or the Relevant Part of any Shared Contract and all Environmental
Liabilities, and Business Liability means any one of them; 


Business Loose Plant and Equipment means all the loose
plant, machinery, equipment, tooling, furniture, furnishings, office equipment
and vehicles of the Seller Group (not being business fixtures and fittings)
used exclusively or predominantly for the purposes of the Business; 


Business Prepayments means all amounts paid in
respect of future costs (whether by deposit, prepayment or otherwise) by or on
behalf of the Seller Group relating exclusively or predominantly to the
Business; 


Business Seller Local Accounts has the meaning given in
clause 1 of Part C of Schedule 3;  


Business Stock means all the raw materials, inventory,
components, spare parts, stocks, work-in-progress and semi-finished and
finished goods of the Seller Group relating exclusively or predominantly to the
Business; 


CAPEX Budget means the capital expenditure budget included at
document reference 5.5.15 in the Data Room, or, in respect of any future
calendar year not covered by such budget, a capital expenditure budget of the
Power Grids division of the Seller Group (as prepared and approved by the
Seller Group in the ordinary course and consistent with past practice) relating
to the relevant calendar year; 


Carve-out Adjustments means the matters described
in Schedule 16; 


Cash means cash (in hand or credited to any account with
any banking, financial, acceptance credit, lending or other similar institution
or organisation, with a maturity of up to 3 months, but excluding any bank
acceptance drafts) and (without double counting) any other item required to be
included in Cash pursuant to Part B of Schedule 11, including all interest
accrued thereon (but excluding all amounts/items included in the calculation of
the Closing Working Capital), provided that Cash shall not include any Trapped
Cash or Restricted Cash; 


CFIUS Condition has the meaning given to it in paragraph 2.1 of
Schedule 20; 


Claim means any claim for breach of the Seller Warranties
or any claim under Part B or Part C of Schedule 8; 


Clearances means any consent, approval, authorisation,
clearance, confirmation, or licence, and Clearance  shall mean any
one of them;  


Closing means completion of the sale and purchase of the
Shares in accordance with the provisions of this Agreement; 


Closing Cash means the aggregate of: 


(a)               
 each
Target Company’s Cash as at the Effective Time;  


(b)               
 each
Delayed Target Company’s Cash as at the Effective Time; 


(c)               
 the
Closing Statement Tax Assets Value; and  


(d)               
 current
corporate income Tax receivables, 


	
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in each case
calculated and prepared in accordance with paragraph 3 of Part A of Schedule 11
(or, in the case of the Closing Statement Tax Assets Value, in accordance with
Part I of Schedule 8); 


Closing Current
Receivables means the aggregate of: 


(a)               
 each
Target Company’s Working Capital Receivables as at the Effective
Time; 


(b)               
 each
Delayed Target Company’s Working Capital Receivables as at the
Effective Time; and 


(c)               
 all
Working Capital Receivables of the Seller Group (excluding the Target Companies
and the Delayed Target Companies) as at the Effective Time to the extent that
they are a Business Asset; 


Closing Date means the date on which Closing occurs; Closing
Debt means the aggregate of: 


(a)               
 each
Target Company’s Debt as at the Effective Time; 


(b)               
 each
Delayed Target Company’s Debt as at the Effective Time;  


(c)               
 all
Debt of the Seller Group (other than any Delayed Target Company) as at the
Effective Time to the extent an Assumed Liability; and 


(d)               
  all
Seller Group Debt as at the Effective Time, 


in
each case calculated and prepared in accordance with paragraph 3 of Part A of
Schedule 11; 


Closing Liabilities  means the aggregate of: 


(a)               
 each
Target Company’s Working Capital Liabilities as at the Effective Time; 


(b)               
 each
Delayed Target Company’s Working Capital Liabilities as at the Effective Time;
and 


(c)               
 all
Working Capital Liabilities of the Seller Group (excluding the Target Companies
and the Delayed Target Companies) as at the Effective Time to the extent that
they are an Assumed Liability; 


Closing Payment  has the meaning given to it in
clause 2.2; 


Closing Statement means the statement in the form of Part A of
Schedule 13 setting out Closing Cash, Closing Debt and Closing Working Capital
and Pension Liability (if applicable), prepared in accordance with Part A of
Schedule 11. 


Closing Statement Notice has the meaning given in Part
C of Schedule 11; 


Closing Statement Tax Assets Value has the meaning given in Part
I of Schedule 8; 


Closing Transferred Employees means the Transferred
Employees other than the Delayed Employees; 






 












 





Closing Working Capital means the
aggregate amount of the Closing Current Receivables minus the aggregate amount
of the Closing Liabilities, in each case calculated and prepared in accordance
with paragraph 3 of Part A of Schedule 11; 


	
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Company means ABB Management Holding AG or such other entity
as agreed between the Seller and the Purchaser in writing; 


Competing Business has the meaning given in
clause 28.1(a); 


Completion Disclosure Letter means the disclosure letter
from the Seller to the Purchaser executed and delivered immediately before
Closing, setting out certain facts, matters, events or circumstances relating
to the Repeated Warranties (other than the Fundamental Warranties), as repeated
immediately before Closing; 


Conditions means the conditions to Closing set out in clause 3,
and Condition  means any of them; 


Confidential Information has the meaning given in
clause 32.1; 


Connected Persons has the meaning given in clause 38.3; 


Consideration Amount has the meaning given in
clause 5.5(d); 


Constitutional Documents means with respect to an
entity its memorandum and articles of association, by-laws or equivalent
constitutional documents; 


Contaminated Sites  means the sites details of
which are set out in Schedule 18; 


Contamination Claims has the meaning given in
clause 21.2(d); 


Corporate Brand Licence Agreement means the corporate brand
licence agreement to be entered into by a member of the Seller Group and the
Company, the term sheet for which is in Agreed Form; 


Costs  means losses, damages, liabilities, penalties, fines,
costs (including reasonable legal costs) and expenses (including Taxation), in
each case of any nature whatsoever; 


Crystal Springs Insurance Claim means the legal
claim currently proceeding in the Circuit Court of the First Judicial District
of Hinds County, Mississippi, United States, with Case No. 


251-07-549-CIV;



Crystal Springs Insurance Claim Counterclaim means the
counterclaim issued by the defendants to the Crystal Springs Insurance Claim
against the plaintiffs bringing that claim, in the Circuit Court of the First
Judicial District of Hinds County, Mississippi, United States, with Case No.
251-07-549-CIV; 


Data Protection Laws means the following
legislation relating to data protection and privacy to the extent applicable to
the Business: (a) the General Data Protection Regulation (2016/679) (the GDPR);
(b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications
(EC Directive) Regulations 2003 and all other national laws implementing the
Directive on Privacy and Electronic Communications (2002/58/EC) and (c) any
other data protection laws, regulations, or regulatory requirements, and
guidelines and codes of practice having force of law, applicable to the
processing of Personal Data; 


Data Room means the "Documents" tab of the data room
hosted by Merrill Corporation, titled "Jewel 2018" and comprising the
documents relating to the Business and the Target Companies made available by
the Seller as at 23:59 (UK time) on 14 December 2018 and as listed on the data
room index in the Agreed Form; 


	
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DC Escrow Account means an interest-bearing deposit account to be
opened on Closing in the joint names of the Seller and the Purchaser with the
DC Escrow Agent into which the Aggregate Delayed Closing Consideration shall be
paid; 


DC Escrow Agent means a reputable international bank agreed
between the Parties, and any successor thereto under the DC Escrow Agreement; 


DC Escrow Agreement means the agreement
to be agreed and entered into between the DC Escrow Agent, the Purchaser and
the Seller, prior to the Closing Date reflecting the terms of Part A of
Schedule 19; 


DC Escrow Amount means the Aggregate
Delayed Closing Consideration (or so much thereof as remains subject to the
provisions of the Escrow Agreement from time to time) together with any
interest or other amounts earned or accruing thereon; 


Debt means (i) Financial Debt (together with any interest
accrued thereon) owed to any third party, (ii) accrued current corporate income
Tax liabilities, and (iii) any items required to be included in Debt
pursuant to Part B of Schedule 11, but in all cases excluding all amounts/items
included in the calculation of the Closing Working Capital or the Pension
Liability; 


Default Interest means interest at LIBOR plus four per cent.; 


Delayed Business Interests has the meaning given in
clause 5.5(a); 


Delayed Closing has the meaning given in clause 5.5(e); 


Delayed Closing Condition has the meaning given in
clause 5.5(f); 


Delayed Closing Date has the meaning given in
clause 5.5(e); 


Delayed Closing Disclosure Letter means the disclosure letter
from the Seller to the Purchaser executed and delivered immediately before any
Delayed Closing, setting out certain facts, matters, events or circumstances
relating to the Repeated Warranties (other than the Fundamental Warranties) as
repeated immediately before the relevant Delayed Closing; 


Delayed Closing Long-Stop Date has the meaning given in
clause 5.5(a); 


Delayed Closing Pension Liabilities means (subject to
clause 9.29(a)) the total of: 


(a)               
 82%
of the net liabilities (being such liabilities minus any assets relating to
those benefits and which are anticipated to transfer with them) in respect of
Pension Benefits which are expected to transfer to or remain with the Target
Companies after the Closing Date in respect of the Delayed Business Interests
and Delayed Target Companies; and 


(b)               
 82%
of the net liabilities (being such liabilities minus any assets relating to
those benefits and which are anticipated to transfer with them) in respect of
benefits other than Pension Benefits which are expected to transfer to or
remain with the Target Companies after the Closing Date in respect of the
Delayed Business Interests and Delayed Target Companies, including but not
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in
both cases as determined in accordance with clauses 9.19 to 9.27  on the basis
of the Seller Actuarial Basis, adjusted to reflect market conditions as at the
Closing Date. 


Where
the net liability value of an individual pension arrangement for these purposes
is negative, the value of that individual arrangement for the purposes of this
definition shall be treated as being zero. The Parties acknowledge that the 18
per cent. reduction herein has been made in full and final settlement of the
Relief expected by the Parties to arise as a result of such net liabilities; 


Delayed Consideration means an amount in U.S.
dollars equal to the Estimated Price multiplied by the relevant percentage
indicated in Part A of Schedule 24 under the column titled "Delayed
Consideration Proportion" in respect of any Delayed Jurisdiction; 


Delayed Employees means (i) the Target Company
Employees who immediately prior to the Closing Date work in the Delayed Target
Companies, (ii) the Business Employees who immediately prior to the Closing
Date work in any of the Delayed Business Interests, and (iii) any employees who
are appointed to their position (whether by internal or external hire) in a
Delayed Target Company or a relevant member of the Seller Group on or after the
Closing Date to work wholly or substantially in the Business, and in each case
for so long as they are not assigned to work other than wholly or substantially
in the Business; 


Delayed Jurisdiction means any jurisdiction in
which, at Closing, the Reorganisation has not been completed in all material
respects in accordance with this Agreement, the Reorganisation Steps Plan, the
Reorganisation Agreements and the Reorganisation Principles (in the sole
opinion of the Seller acting reasonably and in good faith); 


Delayed Target Company means any entity that,
pursuant to this Agreement, the Reorganisation and/or the Reorganisation Steps
Plan, is intended to be or become a Target Company and that will own and
operate (itself or through its subsidiaries) a part of the Business, but that
(on account of the relevant elements of the Reorganisation Steps Plan not
having been completed prior to or on Closing) has not become a Subsidiary at
the Closing Date; 


DINABB has the meaning given in clause 5.9; 


DINABB Open Offer has the meaning given in
clause 5.9; 


DINABB Public  Shareholders  has
the meaning given in clause 5.9; 


Disclosed means fairly disclosed (with sufficient detail to
identify to the Purchaser the nature and scope of the matter disclosed)
pursuant to the Disclosed Information; 


Disclosed Information means the Disclosure Letter,
this Agreement, the Data Room, and in respect of the Repeated Warranties
(excluding the Fundamental Warranties) as given pursuant to clause 17.2 only,
the Completion Disclosure Letter and any Delayed Closing Disclosure Letter; 


Disclosed Matter Tax Claim means any Tax Claim in respect
of or in relation to any matter specifically disclosed in the Disclosure Letter
against any of the Tax Warranties or any matter that is a contingent liability
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statements
in the Annual Report for the year ended 31 December 2017 for ABB India Limited;



Disclosure Letter means the letter from the Seller to the
Purchaser executed and delivered immediately before the signing of this
Agreement; 


Dispute means a dispute arising between the parties out of or
in connection with the Reorganisation, the Reorganisation Agreements or this
Agreement, including disputes arising out of or in connection with:  


(a)               
 the
creation, validity, effect, interpretation, performance or non-performance of,
termination, or the legal relationships established by, the Reorganisation, the
Reorganisation Agreements or this Agreement;  


(b)               
 claims
for set-off and counterclaims; and 


(c)               
 any
non-contractual obligations arising out of or in connection with the
Reorganisation, the Reorganisation Agreements or this Agreement; 


Division Accounts means the financial results
for the Power Grids division of the Seller Group for the year ended 31 December
2017 as set out in the Data Room at document reference 16.110.1; 


Division Accounts Balance Sheet means the assets and
liabilities positions for the Power Grids division of the Seller Group as at
year ended 31 December 2017 as set out in the Data Room at document reference
16.110.2; 


Effective Time means immediately prior to Closing on the
Closing Date; 


Employees means the Target
Company Employees and the Business Employees and any other employees of the
Seller Group that the Seller and the Purchaser have agreed in writing shall be
Employees but excluding, for the avoidance of doubt, the Retained Employees;  


Employee Taxes means payroll taxes or employee national
insurance or employee social security contributions; 


Employee Transfer
Date means the date on or before the Closing Date on which an Employee
is or becomes employed by a Target Company as a consequence of the
Reorganisation whether by offer and acceptance or by any relevant Transfer
Regulations in accordance with clause 8;  


Employer Taxes means employer
national insurance or employer social security contributions; 


Engaged Law Firm has the meaning given in clause 20.3(b); 


Environment means all organisms (including man) and all or
any of the following media, namely air (including the air within buildings or
other natural or man-made structures above or below ground), water (including
surface or ground water) or land; 


Environmental Consents means any material permit,
licence, authorisation or consent required under or in relation to
Environmental Laws relating to the carrying on of the Business; 


Environmental Indemnities means any and each of the
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Environmental Laws means all international,
European Union, national, state, federal, regional or local laws (including
common law, statute law, civil, criminal and administrative law), together with
all subordinate legislation, which are in force at the date of this Agreement,
relating to Environmental Matters; 


Environmental Liabilities  means all Liabilities and
Costs directly or indirectly relating to, arising under or resulting from: 


(a)               
 any
failure by any member of the Seller Group to comply with Environmental Laws in
relation to the Business and/or the terms of Environmental Consents; and 


(b)               
 the
occurrence or existence of any Environmental Matters arising from or relating
to the state or condition of the Properties and/or any acts or omissions
committed thereon, 


at
any time prior to or at Closing or Delayed Closing (as the case may be); 


Environmental Matters means all matters relating to
the pollution of, or harm to or protection of the Environment; 


Environmental Requirement  means: 


(a)               
 a
notice, judgment, order or other requirement: 


(i)                
 issued
by any Governmental Entity under Environmental Law against the relevant member
of the Purchaser Group; or 


(ii)              
 obtained
by or for a third party under Environmental Law; or 


(b)               
 a
claim threatening legal action under Environmental Law from a third party, in
relation to which the Business receives advice from external legal counsel that
it cannot be said that the relevant third party has no real prospect of
succeeding on the claim;  


Environmental Warranties means the warranties set out
in paragraph 12 of Part A of Schedule 5; 


EPC Contract means any contract for construction and/or
building works (other than de minimis construction and/or building works
in the context of such contract as a whole) entered into by any member of the
Seller Group or Linxon in respect of the Business on or prior to the date of
this Agreement, whether alone or in partnership, joint venture, consortium or
other incorporated or unincorporated grouping and whether completed, in the
course of execution or the subject of a tender offer which may be accepted by
the relevant counterparty, excluding any installation of a mechanical or
electrical nature and substation system integration projects; 


EPC Escrow Account means an interest-bearing
deposit account to be opened on Closing in the joint names of the Seller and
the Purchaser with the EPC Escrow Agent into which the EPC Escrow Amount shall
be paid; 


EPC Escrow Agent means a reputable international bank agreed
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EPC Escrow Agreement means the agreement
to be agreed and entered into between the EPC Escrow Agent, the Purchaser and
the Seller, prior to the Closing Date reflecting the terms of Part B of
Schedule 19; 


EPC Escrow Amount means US$300,000,000;  


EPC Indemnities means any and each of the indemnities given by
the Seller under paragraph 1 of Part A of Schedule 27; 


Estimated Cash means the Seller’s reasonable
estimate calculated in good faith of what the Closing Cash will be; 


Estimated Closing Statement means a written statement by
the Seller setting out the Estimated Debt, the Estimated Cash, the Estimated
Pension Liability, the Estimated Working Capital and the Aggregate Delayed
Closing Consideration in the form of Part A of Schedule 13, including its
reasonable workings in respect of the calculation of such amounts (including a
mapping guide set out in Part B of Schedule 13); 


Estimated Debt means the Seller’s reasonable estimate
calculated in good faith of what the Closing Debt will be; 


Estimated Pension Liability  means (subject to clause 9.29(a))
the Seller’s reasonable estimate calculated in good faith of what the Pension
Liability will be as at the Effective Time; 


Estimated Price has the meaning given in clause 2.2(a); 


Estimated Working Capital means the Seller’s reasonable
estimate calculated in good faith of what the Closing Working Capital will be; 


Estimated Working Capital Adjustment means the amount
of the difference between the Estimated Working Capital and the Target Working
Capital and, if the Estimated Working Capital is greater than the Target
Working Capital, such amount shall be expressed as a positive number (or, if
the Estimated Working Capital is less than the Target Working Capital, such
amount shall be expressed as a negative number); 


Excess Payment means any payment made by the Seller to the
Purchaser in respect of an excess amount pursuant to clause 25.4 of the
Shareholders’ Agreement and any payment made by the Purchaser to the Seller in
accordance with paragraphs 1(c), 1(d), (1)(e)(iii) or 2 of Schedule 9 to the
Shareholders’ Agreement; 


Exchange Rate means, with respect to a particular currency for
a particular day, the spot rate of exchange (the closing mid-point) for that
currency into US$ on such date as published in the London edition of the
Financial Times first published thereafter or, where no such rate is published
in respect of that currency for such date, the rate quoted by Barclays Bank PLC
as at the close of business in London on such date; 


Excluded Assets means those properties, rights and assets
described at Part B of Schedule 2; 


Excluded Employees has the meaning given in
clause 8.15; 


Excluded Employment
and Pension Liabilities means (i) any Liabilities retained by the Seller
or a member of the Seller Group as contemplated by clause 8; and (ii) any
Pension Liabilities other than those which are assumed by the Target Companies
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Excluded IP Assets  means any trade marks, service
marks, rights in logos, trade and business names, rights in each of get-up and
trade dress and any associated goodwill, rights to sue for passing off and/or
for unfair competition and domain names that in each case consist of, include,
or that subsist in whole or in part in respect of, the words "ABB",
"Ability", "Asea", "Brown" and/or
"Boveri"; 


Excluded Liabilities means the Liabilities
described in Part C of Schedule 2; 


Existing Claim has the meaning given in clause 21.1(b); 


Existing Confidentiality Agreement has the meaning
given to it in clause 32.9; 


Existing Damages Claim has the meaning given in
clause 20.2;  


Existing Seller Employees means all of the
employees employed by any member of the Seller Group, excluding without
limitation the Target Company Employees (other than the Retained Employees) and
the Business Employees; 


Filing has the meaning given in clause 4.2; 


Final Price has the meaning given in clause 2.1; 


Financial Debt means borrowings and indebtedness in the nature
of borrowing (including by way of acceptance credits, discounting or similar
facilities, loan stocks, bonds, debentures, notes, overdrafts or any other similar
arrangements the purpose of which is to raise money), obligations under
finance, hire purchase agreements, asset or inventory finance or similar
arrangements, the fair value of any derivative or hedging arrangements,
interest rate swaps (and for the avoidance of doubt any such derivative assets
shall reduce Financial Debt), reimbursement obligations under letters of
credit, deferred consideration, dividends declared but not paid in each case
inclusive of all accrued but unpaid interest and other charges (including
prepayment fees, breakage costs, termination, redemption or any other charges
or costs which arise on or as a consequence of Closing) and gross of any
capitalised debt issue costs or loan arrangement fees; 


Finland New Pension Plan has the meaning given in
clause 9.31; 


Finland Pension Objective has the meaning given in
clause 9.31; 


Finnish Pension Arrangement means the ABB Compulsory TEL
Foundation and the ABB Voluntary Foundation; 


FIR Clearances means those Clearances required pursuant to FIR
Laws set out in paragraph 2 of Schedule 20 as amended from time to time by the
Seller and Purchaser in accordance with that Schedule; 


FIR Laws means any laws applicable to the Purchaser or the
Seller under any applicable jurisdiction that are designed to prohibit,
restrict or regulate actions by foreigners to acquire interests in domestic
equities, securities, entities, assets, land or interests;  


Firm has the meaning given in Part C of Schedule 11; 


Former Business Employees means all of the employees
employed by the Target Companies or Seller Group who were: (i) working wholly
or substantially in the Business, and for these purposes "wholly or
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spent
50 per cent. or more of their working time in the Business; and/or (ii) were necessary
for the proper functioning of the Business, in each case as determined by the
Seller acting reasonably, whose employment terminates on or before the Closing
Date, or the Delayed Closing Date, as the case may be; 


Former Employees means an employee, director or consultant of the
Business whose employment or engagement terminates on or before the Closing
Date; 


Former Non-Business Employees means all of the former
employees employed by any member of the Seller Group or any Target Company,
excluding without limitation any Former Business Employees; 


France Assumed Liabilities means the Assumed Liabilities
to the extent they relate to the France Business; 


France Business means any part of the Business carried out in
France or owned by an entity incorporated in France; 


France Closing means completion of the sale and purchase of the
France Business; 


France Employees means the Employees employed in France
immediately prior to the France Closing; 


France Option Agreement means the put option agreement
in respect of the France Business dated the same date as this Agreement;    


France Put Option Exercise has the meaning set forth in
the France Option Agreement; Fundamental Warranties means
the Seller Warranties set out in Part B of Schedule 5; 


Funded  in relation to any Retained Seller Pension Plan means
that assets are accumulated under or in respect of that arrangement before the
corresponding benefits start being paid. For the purposes of this definition, assets 
shall mean assets which are separate from those of the employer and shall
exclude any accounting or internal balance sheet provision; 


FY17 Revenue means the relevant proportion of the revenue attributed
to the Business for the financial year ended 31 December 2017 as set out in
column 4 of the table at Part B of Schedule 24;  


Governmental Entity means any supra-national,
national, state, municipal or local government (including any subdivision,
instrumentality, court, administrative agency or commission or other authority
thereof and including, for the avoidance of doubt, any environmental authority)
or any quasi-governmental or private body exercising any regulatory, importing,
competition, merger control or other governmental or quasi-governmental
authority, including the European Union; 


HR Indemnity has the meaning given in clause 8.42; 


HVDC means high voltage direct current; 


HVDC Converter Station EPC Projects has
the meaning given in Part B of Schedule 27; 


ICC means the International Chamber of Commerce; 


	
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ICC Court means the ICC International Court of Arbitration; 


IFRS means International Financial Reporting Standards; 


Inactive Non-Automatic Transferring Employees means a
Non-Automatic Transferring Employee who is not actively at work and is on an
approved or statutory leave of absence; 


Inactive Sites means those Properties at: 


(a)               
 Cleaboy
Road Tycor, Waterford, County Waterford, Ireland; 


(b)               
 2401
Dixie Road, L4Y 2A2 Mississauga, Ontario, Canada; 


(c)               
 1921
Huron Street, N5V5A5 London, Ontario, Canada; 


(d)               
 An
der Bremecke 1, Brilon, Nordrhein-Westfalen, Germany; 


(e)               
 Am
Schlangenhorst 7-8, Nauen, Brandenburg, Germany; 


(f)                
 4350
Semple Avenue, 63120-2241 Saint Louis, Missouri, USA;  


(g)               
 1
Gul Crescent, 629517 Singapore; and  


(h)               
 any
other Property designated as an Inactive Site pursuant to Part D of Schedule 3;



Independent Adjudicator  has the meaning given in
clause 9.27;  


Initial Price has the meaning given in clause 2.1; 


In-scope Retained
Seller Pension Plan means a Retained Seller Pension Plan: 


(a)               
 that
is subject to a requirement of applicable law to transfer the Past Service
Benefits of any Employee to a Target Company Pension Arrangement by reason of
any of the transactions contemplated by this Agreement; or 


(b)               
 that
is a Specified Retained Seller Pension Plan; 


Intellectual
Property Rights or IPR  means: 


(a)               
 patents,
utility models, rights in inventions, supplementary protection certificates; 


(b)               
 rights
in information (including know-how, confidential information and trade secrets)
and the right to use, and protect the confidentiality of, confidential
information; 


(c)               
 trade
marks, service marks, rights in logos, trade and business names, rights in each
of get-up and trade dress and all associated goodwill, rights to sue for
passing off and/or for unfair competition and domain names; 


(d)               
 copyright,
moral rights and related rights, rights in computer software, database rights,
rights in designs, and semiconductor topography rights; 


(e)               
 any
other intellectual property rights; and 


(f)                
 all
rights or forms of protection, subsisting now or in the future, having
equivalent or similar effect to the rights referred to in paragraphs (a) to (e)
above, 


	
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in
each case: (i) anywhere in the world; (ii) whether unregistered or registered
(including all applications, rights to apply and rights to claim priority); and
(iii) including all divisionals, continuations, continuations-in-part,
reissues, extensions, re-examinations and renewals and the right to sue for
damages for past and current infringement in respect of any of the same; 


Inter-Company Trading Debt means all amounts owed,
outstanding or accrued in the ordinary course of trading, including any VAT
arising on such amounts, as between any member of the Seller Group and any
Target Company as at Closing (or, where relevant, between any member of the
Seller Group and any Delayed Target Company, or between any member of the
Seller Group and any Target Company as a result of a Delayed Closing of a
Delayed Business Interest, in each case as at the relevant Delayed Closing) in
respect of inter-company trading activity and the provision of services,
facilities and benefits between them, and:  


(a)               
 includes,
where applicable, amounts owed in respect of salaries or other employee
benefits (including payroll Tax thereon but excluding any bonuses and related
Taxes), insurance (including health and motor insurance), pension and
retirement benefit payments, management training and car rental payments paid or
management services provided between them up to Closing (or, where relevant,
the relevant Delayed Closing); but 


(b)               
 excludes
any Seller Group Debt;  


International Assignees means the employees of any
member of the Seller Group who as at the Employee Transfer Date are posted to
another country from their home country and whose employment is governed by
international assignment terms;  


Investigative Works  means inspections,
investigations, assessments, audits, sampling or monitoring; 


IP Licence Agreement means the intellectual
property licence agreement to be entered into by a member of the Seller Group
and the Company, the term sheet for which is in Agreed Form; 


IT Contract means any third party contract under which an IT
System is licensed, leased, supplied maintained or supported; 


IT Systems means the material information and communications
technologies used exclusively or predominantly by the Business; 


Joint Ventures means the entities listed in column C of
Schedule 12; 


JV Interests means the equity interests in the Joint Ventures
held by the Seller Group and/or the Target Companies as set out in column D of
Schedule 12;  


Key Managers means (i) Achim Braun; (ii) Anders Sjoelin;
(iii) Andrew Bright; (iv) Bruno Melles; (v) Claudio Facchin; (vi) Gerhard
Salge; (vii) Harmeet Bawa; (viii) Ismo Haka; (ix) JinQuan Zhang; (x) Laurent
Favre; (xi) Ludger Althoff; (xii) Markus Heimbach; (xiii) Massimo Danieli;
(xiv) Matteo Marini; (xv) Mauricio Quintana; (xvi) Nuguri Venu; (xvii) Noaman
Amjad; (xviii) Patrick Fragman; (xix) Roland Sladek; 


Late Pension Transfer has the meaning given in
clause 9.14(b);  


	
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Leakage Tax Claim means a Tax Claim under
paragraph 1 of Part B of Schedule 8 for any Tax paid or required to be paid as
a result of any Leakage (for which the Seller is liable under paragraph 6 of
Part C of Schedule 3 and which is set out in a valid notification to the Seller
pursuant to paragraph 8 of Part C of Schedule 3); 


Legacy EPC Projects means (a) the Substation EPC
Projects and (b) the Legacy Linxon EPC Projects; 


Legacy Linxon EPC Projects means the EPC Contracts
entered into by Linxon on or prior to the date of this Agreement and the Linxon
EPC Projects; 


Liabilities means all liabilities, duties and obligations of
every description, whether deriving from contract, common law, statute or
otherwise, whether present or future, actual or contingent or ascertained or
unascertained and whether owed or incurred severally or jointly or as principal
or surety; 


Liaison Service Agreement means the liaison service
agreement to be entered into by the Seller, the Company and the Purchaser, the
term sheet for which is in Agreed Form; 


LIBOR means the London interbank offered rate per annum for
deposits in US$ for a period of one month which is displayed on pages LIBOR01
or LIBOR02 of the Reuters screen (or any replacement Reuters page which
displays that rate, or on the appropriate page of such other information
service which publishes that rate from time to time in place of Reuters) as of
11.00 a.m. London time on the date on which payment of the relevant sum under
this Agreement was due but not paid;  


Linxon means Linxon Pvt Ltd; 


Linxon EPC Projects has the meaning given in
Part B of Schedule 27; 


Listed Leases has the meaning given to it in paragraph 11.4 of
Part A of Schedule 5; 


Listed Properties means those Properties as set
out in document 12.1 of the Data Room under the heading ’List of Sites and
Properties’. 


Long Stop Date has the meaning given to it in clause 10.4; 


Management Accounts means the financial results
and certain current assets and current liabilities positions for the Power
Grids division of the Seller Group for each of the quarterly periods from 1
January 2017 to 30 June 2018 inclusive, as set out in the Data Room at
reference 16.110.3; 


Management Awareness Group means Ulf Hoof, Natascia
Rubinic, Michel Roubert and Robin Cotton; 


Marketing Support
Agreement means the marketing support agreement to be entered into by a
member of the Seller Group and the Company, the term sheet for which is in
Agreed Form; 


Material Contract means any contract
or agreement with a member of the Seller Group: 


(a)               
 in
relation to the Business that:  


(i)                
 is
a partnership, joint venture or other similar agreement or arrangement,
including in respect of the Joint Ventures; 


	
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(ii)              
 contains
a legal obligation of a member of the Seller Group (with respect to the
Business), or a Target Company to purchase goods, products or services from a
supplier of the Business that (i) is currently in effect and (ii) has resulted
in purchases from such supplier in an aggregate amount that exceeded
$35,000,000 in the 2017 fiscal year with respect to the Business; 


(iii)            
 contains
covenants limiting the ability of any Target Company or the Business in any
material respect to engage in any line of business or to compete with any
person; 


(iv)             
 is
a contract with a Material Customer or Material Supplier or their respective
Affiliates; and/or 


(b)               
 has
in respect of the Business, material outstanding obligations (whether
contingent or otherwise) relating to the acquisition or disposition of any
business, a material amount of the equity holdings or assets of any other
person (whether by merger, sale of stock, sale of assets or otherwise); 


Material Customers means the largest 10
customers in each region for each of the power grid automation, power grid
integration, high voltage products and transformers businesses by net aggregate
orders received by each such business during the period from 1 January 2016 and
ending 15 June 2018, as set out in Part A of Schedule 17; 


Material Employment Jurisdictions means Australia, Brazil,
Canada, China, Finland, Germany, India, Italy, Norway, Poland, Saudi Arabia,
Spain, Sweden, Switzerland, Russia, Thailand, Turkey, United Arab Emirates,
United Kingdom and the United States; 


Material Suppliers means the largest 5 direct
and raw materials suppliers for each of the power grid automation, power grid
integration, high voltage products and transformers businesses by net aggregate
invoice value from the Business (taken as a whole) during the fiscal year ended
31 December 2017 as set out in Part B of Schedule 17; 


Minority Joint Ventures means the Joint Ventures in
respect of which: 


(a)               
 the
members of the Seller Group hold in aggregate less than 50% of the equity
interests; and  


(b)               
 are
not consolidated in the audited year-end accounts of the Seller Group for the
financial year ended on 31 December 2017;  


Multi-employer DB Plan has the meaning given in
clause 9.15(b)(ii); 


Mutual Supply Agreement means the mutual supply
agreement to be entered into by a member of the Seller Group and the Company,
the term sheet for which is in Agreed Form; 


Non-Automatic
Transferring Employees has the meaning given in clause 8.3;  Non-Core
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(a)               
 the
sale and execution of offshore wind connection engineering, procurement, 


construction
projects;  


(b)               
 the
sale and execution of substations engineering, procurement, construction
projects (other than (i) to be carried out by Linxon (ii) the sale and
execution of substation system integration projects and (iii) the Substation
EPC Projects);  


(c)               
 the
sale and execution of electrical balance of plant projects; and  


(d)               
 the
engineering, manufacturing and sale of high-voltage cables;  


Non-Core Liabilities means all Liabilities to the
extent that they relate to or arise from the Non-Core Businesses; 


Non-Tax Claim means a Claim other than a Tax Claim; 


Nuclear Business means the Business
as related to any nuclear facility; Nuclear Warranties means the
set out in paragraph 15 of Part A of Schedule 5; 


Ongoing Pensions
Costs: means: 


(a)               
 reasonable
administration costs and expenses (including reasonable third party
administration costs and expenses) incurred by a Retained Seller Pension Plan
connected with any Transitional Members during the Transitional Period); and 


(b)               
 the
ongoing employer contributions payable to a Retained Seller Pension Plan in
relation to the future service costs of any Transitional Members. 


Operating Cash
Amount means US$300,000,000; 


parent company means any company
that in relation to another company (its ’subsidiary’):  


(a)               
 holds
a majority of the voting rights in the subsidiary; 


(b)               
 is
a member of the subsidiary and has the right to appoint or remove a majority of
its board of directors; 


(c)               
 is
a member of the subsidiary and controls a majority of the voting rights in it
under an agreement with the other members;  


(d)               
 has
the right to exercise a dominant influence over the subsidiary under the
subsidiary’s articles or a contract authorised by them; or 


(e)               
 consolidates
the financial performance of the subsidiary or whose financial performance is
consolidated with that of the subsidiary in the relevant group's year-end
accounts (other than in respect of a Delayed Target Company prior to the
relevant Delayed Closing), 


in each case
whether directly or indirectly through one or more companies or other entities;



Past Service Benefits means all Pension Benefits
which are prospectively or contingently payable under a Pension Arrangement to
or in respect of any Transferring Members in respect of service with any member
of the Seller Group or the Target Companies before the Closing Date;  






 












 






	
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Pension Arrangement  means any plan, scheme,
arrangement or agreement under which any Pension Benefits are provided; 


Pension Arrangement
Actions means: 


(a)               
 the
Stand-alone Pension Plan Transitions; 


(b)               
 the
Retained Seller Liability Transfers; and 


(c)               
 the
Target Company Liability Transfers; 


Pension Benefits  means any defined benefit
pension, lump sum, gratuity or similar benefit prospectively or contingently
payable on or following retirement, leaving service, invalidity or death and
any benefits under any post-retirement health and welfare plans including
without limitation post-retirement medical plans; 


Pension Liability  means (subject to clause
9.29(a)) the total, as at Closing, of: 


(a)               
 the
Transferring Pension Liabilities;  


(b)               
 the
Delayed Closing Pension Liabilities; and  


(c)               
 82%
of the net liabilities (being such liabilities minus any assets relating to
those benefits and which transfer with them) in respect of benefits other than
Pension Benefits that entail obligations to Target Companies other than Delayed
Target Companies, including but not limited to long service award plans and
multi-employer defined benefit plans, as determined in accordance with clauses 9.19
to 9.27 on the basis of the Seller Actuarial Basis adjusted to reflect market
conditions as at the Closing Date. 


Where
the net liability value of an individual pension arrangement for these purposes
is negative, the value of that individual arrangement for the purposes of this
definition shall be treated as being zero. The Parties acknowledge that the 18
per cent. reduction herein has been made in full and final settlement of the
Relief expected by the Parties to arise as a result of such net liabilities; 


Permits means all licenses, consents, permissions, permits,
authorisations, approvals, registrations, concessions, grants, certificates,
exemptions and waivers issued by any Governmental Entity under applicable law; 



Permitted Business has the meaning given to it
in clause 28.1(b); 


Personal Data has the meaning given in Article 4(1) of the
GDPR; 


Post-Closing Cash Bonus has the meaning given to it in
clause 8.28; 


Pre-Closing Period means the period from and
including the date of this Agreement up to Closing or, in the case of a Delayed
Business Interest or Delayed Target Company, up to the relevant Delayed
Closing;  


Pre-Closing Restructurings means the transactions
described in the document set out at document reference 16.104 of the Data
Room; 


Pre-Closing Third Party Assurance has the meaning given in
clause 25.1; 


Project Board has the meaning given in Part B of
Schedule 3; 


Project Specific Insurance Policies has the meaning
given in paragraph 6 of Part A of Schedule 5; 


	
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Properties means the properties which are owned, leased
or controlled by a member of the Seller Group or a Target Company and used by
the Business, including the Transferring Properties and the Shared Properties; 



Proposed Transaction means the transactions
contemplated by the Transaction Documents, for the avoidance of doubt including
the Reorganisation; 


Pro Rated Cash Bonuses means an amount equal to the
pro-rated cash bonus in respect of each Transferred Employee who participates
in any Seller Bonus Plans, such amount to be determined at “target” level and
pro-rated on a daily basis to the Closing Date (in respect of the Closing
Transferred Employees) or Delayed Closing Date (in respect of the Delayed
Employees), as applicable;  


Purchaser Closing Condition has the meaning given to it
in clause 3(b); 


Purchaser Collective Agreement has the meaning given to it
in clause 8.21; 


Purchaser Condition has the meaning given to it
in clause 3(b); 


Purchaser Group means the Purchaser and its Affiliates from time
to time, which shall include from Closing, the Target Companies (and, from any
Delayed Closing, the relevant Delayed Target Company); 


Purchaser Local Accounts has the meaning given in
clause 1 of Part C of Schedule 3; 


Purchaser Obligation means any representation,
covenant, warranty or undertaking to indemnify given by the Purchaser to the
Seller under this Agreement; 


Purchaser Records has the meaning given to it in clause 28.1(a); 


Purchaser’s Actuary means an actuary or firm of
actuaries nominated by the Purchaser for the purposes of this Agreement; 


Purchaser Senior Manager has the meaning given to it in
clause 31.2(b); 


Purchaser’s Bank Account means the Purchaser’s bank
account with such account details as the Purchaser shall notify to the Seller
by the date falling no later than 15 Business Days prior to the date of the
relevant payment (and/or such other account(s) as the Purchaser and Seller may
agree in writing); 


Purchaser Delayed
Wrong Pocket Asset has the meaning given in clause 35.7; 


Purchaser Delayed
Wrong Pocket Liability has the meaning given in clause 35.8; 


Purchaser’s
Ownership Proportion means 80.1%; 


Purchaser Wrong Pocket Asset has the meaning given in
clause 35.3; 


Purchaser Wrong Pocket Liability has the meaning given in
clause 35.4; 


R&D Cooperation Agreement means the R&D agreement
to be entered into by a member of the Seller Group and the Company, the
term sheet for which is in Agreed Form;    


Reasonable and Prudent Operator means a person exercising that
degree of skill, diligence, prudence and foresight which would reasonably and
ordinarily be expected from a skilled and experienced operator in substantial
compliance with all applicable 


	
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Environmental
Law engaged in the same type of undertaking in the same locality and under the
same or similar circumstances and conditions as the Business; 


Registered Business IP means Business IP which has
been or is in the process of being registered with any national or
international registry (including all renewals, extensions and applications for
registration); 


Relevant Part means the part of a Shared Contract that is
exclusively or predominantly related to the Business; 


Relevant Person means the
Purchaser, any member of the Purchaser Group and those entities’ respective
directors, employees and agents; 


Relevant Proportion means: 


(a)               
 in
relation to a liability or receipt or saving by a Target Company that is wholly
owned (directly or indirectly) by the Company as at Closing (or in relation to
a Delayed Target Company, as at Delayed Closing), the proportion that the
number of registered shares in the capital of the Company held by members of
the Purchaser Group at the relevant time that such liability is incurred or
receipt is received or saving is realised bears to the total number of
registered shares in the capital of the Company; 


(b)              
 in
relation to a liability or a receipt or saving by any other Target Company, the
percentage of the shares issued by such Target Company that are held (directly
or indirectly) by the Company as at Closing (or in relation to a Delayed Target
Company, as at Delayed Closing) multiplied by the proportion that the number of
registered shares in the capital of the Company held by members of the
Purchaser Group at the relevant time that such liability is incurred or receipt
is received or saving is realised bears to the total number of registered
shares in the capital of the Company; and 


(c)               
 in
relation to a liability or a receipt by a member of the Purchaser’s Tax Group,
100 per cent.; 


Relevant Third Party has the meaning given in
clause 9.14(e); 


Relevant Transfer Amount  has the meaning given to it in
clause 9.5; 


Relief  has the meaning given in Part J of Schedule 8; 


Remedial Works means any works (including Investigative Works)
undertaken for the purpose of preventing, removing, remedying, cleaning up,
abating, containing or ameliorating any contamination of the Environment at the
Contaminated Sites or for the purpose of rectifying any failure to comply with
Environmental Law; 


Remedies means any
requirement, condition, understanding, agreement or order to sell, to hold
separate or otherwise dispose of, or to conduct, restrict, operate, invest in
or otherwise change, or any other structural or conduct relief; 


Remedies In-Scope Business has the meaning given in
clause 4.4(a); 


Reorganisation means the transfer of the Business to the Target
Companies as a going concern and the Reverse Carve Out Transactions, in each
case in accordance with applicable law and regulation, this Agreement, the
Reorganisation Steps Plan, the Reorganisation Principles and the Reorganisation
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Reorganisation Agreements means the local sale and
purchase agreements to be entered into by relevant members of the Seller Group
and relevant Target Companies and Delayed Target Companies to implement the Reorganisation;



Reorganisation Condition has the meaning given in
clause 3(a); 


Reorganisation Costs means all Costs incurred by
the Purchaser, the Target Companies, the Delayed Target Companies and Delayed
Business Interests and their respective Representatives in connection with the
Reorganisation, other than any Costs which are or are on account of Tax;  


Reorganisation Principles means the principles pursuant
to which the Seller will implement the Reorganisation as set out in Schedule
21; 


Reorganisation Steps Plan means the reorganisation steps
plan setting out the steps required to implement the Reorganisation at document
reference 1.4.4 in the Data Room (as may be amended from time to time in
accordance with clause 5.3);  


Repeated Warranties means the Seller Warranties
set out in paragraphs 3, 4, 5.1, 10.1, 10.2, 13.6 and 15.1, and 12.5 and 12.6
(in so far as they relate to the Shared Properties only), of Part A of Schedule
5 and the Fundamental Warranties; 


Representatives means, in relation to a Party or any other person
(as applicable), such person’s respective Affiliates and the directors,
officers, employees, agents, advisers, accountants and consultants of that
person and/or of its respective Affiliates; 


Restricted ABB Name means any name or mark that
is used by the Seller which consists of or includes one or more of the words
"ABB", "Asea", "Brown", "Boveri" and/or
"Ability"; 


Restricted Cash means (a) any cash paid or held as a deposit in
respect of any Properties or otherwise; and (b) any cash that is or is required
to be held as collateral or escrowed funds as a result of law, contract or
otherwise; 


Restricted Countries means the
following countries: Argentina, Brazil, Chile, China, 


Colombia,
Egypt, India, Indonesia, Iraq, Jordan, Kenya, Malaysia, Namibia, Pakistan,
Russia, Peru, Taiwan, Thailand, Turkey, Ukraine, Vietnam; 


Restructuring Plans means the restructuring plans
in respect of the Business prepared or commenced by the Seller prior to the
date of this Agreement, including the powerup programme and the white collar
programme; 


Retained Business Contractors means any independent
contractors, apprentices, workers and consultants engaged in a Target Company
who are not Business Contractors; 


Retained Employees has the meaning given to it
in clause 8.9; 


Retained Properties means properties held by a
company that is (or will on the Closing Date be) a Target Company and
exclusively used by the Seller Group (other than for the Business), provided
that de minimis use of any such property for the Business shall not
affect that property’s treatment as a Retained Property; 


Retained Seller Liability Transfers has the meaning
given in clause 9.2; 


	
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Retained Seller Pension Plan means each Pension Arrangement
which is maintained or sponsored by any member of the Seller Group which is not
a Stand-alone Pension Plan; 


Reverse Carve Out Transaction means the transfer of any
Excluded Asset or Excluded Liability from any Target Company to members of the
Seller Group in accordance with the Reorganisation Steps Plan; 


Routine Maintenance means any routine or recurring
works required for the maintenance of any plant and equipment used in the
operation of the Business in the ordinary course; 


SEBI (SAST) Regulations means Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as amended; 


Seller Actuarial Basis means US GAAP assumptions and
methodology that are consistent: (i) with those used in preparing the audited
financial information of the Seller Group for the year ended 31 December 2017;
and (ii) with the accounting policies applied to the preparation of the
financial statements of the Seller Group. However, this will be subject to any
modifications that may be agreed or determined in respect of any Multi-employer
DB Plan in accordance with clauses 9.16 and/or 9.27; 


Seller’s Actuary means an actuary or firm of actuaries nominated
by the Seller for the purposes of this Agreement; 


Seller Bonus Plans means any annual cash bonus
plan operated by the Seller Group or the Target Companies for the bonus year as
at the Closing Date or Delayed Closing Date, which for the avoidance of doubt,
shall include any annual sales incentive plan operated by any Target Company or
member of the Seller Group in respect of any Transferred Employee immediately
prior to the Closing Date or Delayed Closing Date; 


Seller Collective Agreement has the meaning given to it
in clause 8.20; 


Seller Delayed Wrong Pocket Asset has the meaning given to it
in clause 35.5; 


Seller Delayed Wrong Pocket Liability has the meaning
given to it in clause 35.6; 


Seller Group  means the Seller and its Affiliates from time to
time, but excluding the Target Companies and, from any Delayed Closing,
excluding any Delayed Target Companies that have become Subsidiaries; 


Seller Group Accounting Policies means the Seller’s accounting
policy manual as applicable as at the time of the relevant financial period for
the accounts being prepared; 


Seller Group Accounting Policies 2018 means the Seller's
accounting policy manual as set out in the Data Room at reference 5.1.4; 


Seller Group Debt means all amounts owing (including any
associated interest and costs) by any Target Company (or, where relevant, any
Delayed Target Company or Delayed Business Interest) to any member of the
Seller Group (other than a Delayed Target Company) as at the Effective Time,
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Seller Group Insurance Policy has the meaning given to it in
paragraph 1 of Schedule 9; 


Seller Group Receivables means all amounts owing
(including any associated interest and costs) by any member of the Seller Group
(excluding any Delayed Target Company) to any Target Company (or, if relevant,
Delayed Target Company or Delayed Business Interest), excluding Inter-Company
Trading Debt; 


Seller Obligation means any representation, covenant, warranty or
undertaking to indemnify given by the Seller to the Purchaser under this
Agreement; 


Seller Payment has the meaning given to it in paragraph 12 of
Schedule 6; 


Seller Records has the meaning given to it in clause 27.1(b); 


Seller’s Bank
Account means the Seller’s bank account with such account details as the
Seller shall notify to the Purchaser by the date falling no later than 15
Business Days prior to the date of the relevant payment (and/or such other
account(s) as the Seller and Purchaser may agree in writing); 


Seller Senior Manager has the meaning given to it in
clause 31.2(b); 


Seller Share Plans  means the
Management Incentive Programs, Long Term Incentive Plans and the ABB Employee
Share Acquisition Plan as set out in folder 3.3 of the Data Room and folders
1.1, 1.5, 1.7 and 5.3 of the "HR Restricted" section of the Data
Room; 


Seller Warranties means the warranties given
pursuant to clause 17.1 and 17.2 and set out in Schedule 5 and Part A of
Schedule 8; 


Seller Wrong Pocket Asset has the meaning given in
clause 35; 


Seller Wrong Pocket Liability has the meaning given in
clause 35.2; 


Settlement has the meaning given in clause 20.4(a)(iii); 


Shared Contract means any contract, engagement, licence,
guarantee or other commitment which is held by the Seller (or a member of the
Seller Group) and relates both: 


(a)               
 to
the Business or any part of the Business; and 


(b)               
 to
any other business conducted by the Seller Group; 


Shared Properties means those Properties currently used by both
the Seller Group (other than for the Business) and the Business, but excluding
any Inactive Site; 


Shareholder Loan means the amount to be lent by a member or
members of the Seller Group to one or more of the Target Companies in
accordance with one or more loan agreement(s) to be entered into prior to
Closing (together with accrued interest thereon); 


Shareholder Loan Amount means the amount outstanding
as at the Effective Time which represents principal and interest arising under
the Shareholder Loan;  


Shareholders’ Agreement means the agreement between
the Seller, the Purchaser and the Company in the Agreed Form, to be executed on
or about the Closing Date; 


Shared Property Separation Agreement has the meaning
given in paragraph 2 of Part B of Schedule 14; 


	
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Shared Property Solution has the meaning given in
paragraph 1 of Part B of Schedule 14; 


Shares means the shares set out in column 3 of Part A of
Schedule 1; 


SNC Lavalin means SNC-Lavalin (GB) Limited; 


Software Agreement means the software agreement
to be entered into by a member of the Seller Group and the Company, the term
sheet for which is in Agreed Form; 


SPA / Reorganisation Claim means a claim (i)
brought under this Agreement for breach of this 


Agreement
or (ii) in respect of the Reorganisation (other than any Tax Claim); 


Specific Accounting Treatments  has the meaning given in
Schedule 11; 


Specified Retained Seller Pension Plan means any of the
following Pension Arrangements: 


(a)           
 Switzerland: 


(i)  Switzerland Plan
01: PK 


(ii)  Switzerland Plan
01: EV


(b)           
 Germany: 


(i)       Germany Plan 01:
DEABB 


(ii)     Germany Plan 06:
Deferred Compensation 


(c)           
 USA: United States Plan 02: Represented Cash Balance Plan, 


provided
that, in addition, the Finnish Pension Arrangement and/or the Sweden Pension
Plan shall be a Specified Retained Seller Pension Plan, if applicable in
accordance with clauses 9.31 and 9.33 respectively. 


Stand-alone Financials unaudited financial position
and financial results of the Business on a stand-alone basis as at and for the
period ended 31 December 2017, as set out in the Data Room at document
reference 16.110.5; 


Stand-alone Pension Plan means each Pension
Arrangement which is as at the date of this Agreement maintained or sponsored
by any Target Company; 


Stand-alone Pension
Plan Transitions has the meaning given in clause 9.1; 


Subsidiaries  means any direct or indirect subsidiary of the
Company at the Closing Date together with (from any Delayed Closing Date) the
Delayed Target Companies which become (directly or indirectly) subsidiaries of
the Company from that Delayed Closing Date; 


Substation EPC Projects has the meaning given in
Part B of Schedule 27; 


Surviving Provisions  means clauses 30.1 and 30.2 (Costs),
31 (Announcements), 32 (Confidentiality), 33 (Assignment),
36 (Notices), 37 (Conflict with other Agreements), 38 (Whole
Agreement), 39 (Waivers, Rights and Remedies), 41 (Variations),
42 (Invalidity), 43 (Third Party Enforcement Rights), 44 (Governing
Law and Jurisdiction), Schedule 6 (Limitations on Liability) and
Schedule 28 (Definitions and Interpretation);  


	
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Sweden Pension Plan means the Sweden Plan 01: ABB
AB; 


Swiss Pension Arrangements means Pension Arrangements
established and maintained in Switzerland and subject to Swiss legal
requirements; 


Swiss Target
Company Pensions Arrangements means Target Company Pension 


Arrangements
that are Swiss Pension Arrangements; 


Target Companies  means the Company and the
Subsidiaries, and Target Company means any of them; 


Target Company Employees means the current employees
of the Target Companies from time to time excluding the Retained Employees; 


Target Company Pension Arrangement  means each Pension
Arrangement which is or will be established or maintained or sponsored by any
Target Company, or for which any Target Company has any liability, for the
purposes of providing Pension Benefits; 


Target Company Liability Transfers has the meaning given in
clause 9.3; 


Target Working
Capital means US$900,000,000; 


Tax  and Taxation have the meanings given in
Part J of Schedule 8; 


Tax Authority  has the meaning given in Part J of
Schedule 8; 


Tax Claim means a claim for a breach of any of the Tax
Warranties or under paragraph 1 of Part B of Schedule 8 or paragraph 1 of Part
C of Schedule 8; 


Tax Matters means Taxation or any related claims,
liabilities or other matters; 


Tax Warranties means the warranties given pursuant to clause
17.1 and as set out in Part A of Schedule 8; 


Third Party Assurances  means all guarantees,
indemnities, counter indemnities and letters of comfort of any nature given (i)
to a third party by a Target Company or Delayed Target Company or otherwise by
the Business in respect of any obligation of a member of the Seller Group;
and/or (as the context may require) (ii) to a third party by a member of the
Seller Group in respect of any obligation of a Target Company or Delayed Target
Company (excluding as contemplated by, and pursuant to, Part A of Schedule 14)
or a member of the Seller Group which relates to the Business; 


Third Party Claim has the meaning given in clause 19.4; 


Third Party Consents means all consents,
approvals, clearances, confirmations, licenses or any other actions of any
third party (including agreements with any third party and waivers of objection
rights of, or lapses of objection periods for, any third party); 


Third Party Right means any interest or equity of any person
(including any right to acquire, option or right of pre-emption or conversion)
or any mortgage, charge, pledge, lien, assignment, hypothecation, security
interest, title retention or any other security agreement or arrangement or any
agreement to create any of the above; 


Trade Debts means amounts owing from third parties in the
ordinary course of trading as a result of goods or services supplied; 


	
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Transaction Documents means this
Agreement, the Disclosure Letter, the Completion Disclosure Letter, any Delayed
Closing Disclosure Letter, the Shareholders’ Agreement, the Transitional
Services Agreement, the Mutual Supply Agreement, the Corporate Brand Licence
Agreement, the IP Licence Agreement, the R&D Cooperation Agreement, the
Marketing Support Agreement, the Liaison Service Agreement, the Software
Agreement and the Reorganisation Agreements; 


Transfer Regulations means the relevant national
measure by which the employment of a Business Employee automatically transfers
to the Target Companies; 


Transferred Business Employees  means (i) the
Business Employees to whom the Target Companies offer employment and who accept
such employment and become employed by the Target Companies in accordance with
clause 8; and (ii) any Business Employees who transfer to the Target Companies
by operation of the Transfer Regulations and do not object to such transfer (to
the extent permitted by the Transfer Regulations) in accordance with clause 8;
and Transferred Business Employee means any one of them; 


Transferred Employees means (i) the Target Company
Employees; and (ii) the Transferred Business Employees; 


Transferring Member means any Employee who was
accruing Pension Benefits under the Sweden Pension Plan, a Transferring
Stand-alone Pension Plan or an In-scope Retained Seller Pension Plan
immediately prior to the earlier of their admission to a Target Company Pension
Arrangement and the Closing Date;  


Transferring Pension Liabilities  means, in any
jurisdiction, subject to clause 9.29(a), the total of 82 per cent. of ((A-B) +
(C-D)) (and the Parties acknowledge that such 18 per cent. reduction has been
made in full and final settlement of the Relief expected by the Parties to
arise as a result of this net liability amount) where: 


A   means the total
projected benefit obligations in relation to all the Transferring Standalone
Pension Plans as at the Closing Date as determined in accordance with clauses
9.19 to 9.27 on the basis of the Seller Actuarial Basis, adjusted to reflect
market conditions as at the Closing Date; and 


B   means the total
fair market value of the underlying assets of all the Transferring Stand-alone
Pension Plans as at the Closing Date; plus 


C   means the total
projected benefit obligations in relation to all the Target Company Pension
Arrangements as at the Closing Date as determined in accordance with clauses
9.19 to 9.27 on the basis of the Seller Actuarial Basis, adjusted to reflect
market conditions as at the Closing Date; and 


D   means the total
fair market value of the underlying assets of all the Target Company Pension
Arrangements as at the Closing Date, 


provided that where
the value of A-B in respect of a Transferring Stand-alone Pension Plan or C-D
in respect of a Target Company Pension Arrangement is negative, the value of
A-B or CD as applicable in respect of that individual arrangement for the
purposes of this definition shall be treated as being zero; 


Transferring Properties means Properties held by the
Seller Group and used exclusively for the Business, provided that de minimis
use of any such Property other 


	
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than
for the Business shall not affect that Property’s treatment as a Transferring
Property;  


Transferring
Stand-alone Pension Plan has the meaning given in clause 9.1; 


Transitional Member has the meaning given in
clause 9.15; 


Transitional Period has the meaning given in
clause 9.15;  


Transitional Services Agreement means the transitional
services agreement to be entered into by a member of the Seller Group and the
Company, the term sheet for which is in Agreed Form; 


Trapped Cash means any Cash which is in a Restricted Country
and which exceeds the Operating Cash Amount allocated to that Restricted
Country pursuant to clause 11.2(b); 


TSA Employee means those employees of the Seller Group who
are not Target Company Employees and who the Seller reasonably intends will
provide services pursuant to the Transitional Services Agreement; 


Unaoil Investigation means any investigation into
the activities of Unaoil and its affiliates carried out by the UK Serious Fraud
Office, the US Department of Justice and Securities and Exchange Commission,
and any equivalent authority elsewhere in the world; 


Unconditional Date  has the meaning given in
clause 10.3; 


US GAAP means the generally accepted accounting principles
adopted by the United States of America including standards and interpretations
issued or adopted by the Financial Accounting Standards Board; 


VAT  means value added tax and any similar sales or
turnover tax; 


Working Capital Adjustment means the amount of the
difference between the Closing Working Capital and the Target Working Capital,
calculated in accordance with Schedule 11, and, if the Closing Working Capital
is greater than the Target Working Capital, such amount shall be expressed as a
positive number (or, if the Closing Working Capital is less than the Target
Working Capital, such amount shall be expressed as a negative number);  


Working Capital Liabilities means liabilities including
Inter-Company Trading Debt, trade payables, invoices to come (trade), billings
in excess of sales, advances from customers, nontrade payables, deferred income,
accrued expenses, deferred software revenues, provision for loss orders,
provision for warranties, provisions for work due, provisions for penalties,
asset retirement obligations, other provisions, other liabilities and other
employee related benefits, together with any items required to be included in
Working Capital Liabilities pursuant to Part B of Schedule 11 such Working
Capital Liabilities being the aggregate of the line items set out as
"Working Capital Liabilities" in Part B of Schedule 13 each
calculated and prepared in accordance with Part A of Schedule 11, but excluding
Debt, Seller Group Debt and the Pension Liability; 


Working Capital Receivables means current receivables
including trade receivables, bank acceptance drafts, accrued revenues, sales in
excess of invoicing, advances to 


	
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suppliers,
material, work in progress, finished goods, short term loans granted, prepaid
expenses, accrued income, other assets current, deferred software costs,
together with any items required to be included in Working Capital Receivables
pursuant to Part B of Schedule 11 such Working Capital Receivables being the
aggregate of the line items set out as "Working Capital Receivables"
in Part B of Schedule 13 each calculated and prepared in accordance with Part A
of Schedule 11, but excluding Cash, Seller Group Receivables, Restricted Cash
and Trapped Cash, the Pension Liability, loans, investment and finance lease
receivables; and  


Working Hours  means 9.30a.m. to 5.30p.m. on a Business Day in
the place of receipt of a notice. 


2.                  
 Interpretation. In this Agreement, unless the context otherwise
requires: 


(a)               
 references
to a person  include any individual, firm, body corporate
(wherever incorporated), government, state or agency of a state or any joint
venture, association, partnership, works council or employee representative
body (whether or not having separate legal personality); 


(b)               
 references
to a paragraph, clause or Schedule shall refer to those of this Agreement
unless stated otherwise; 


(c)               
 references
to folders and documents in the Data Room shall refer to folders and documents
in the  “Jewel VDR” section of the Data Room unless stated otherwise; 


(d)               
 headings
do not affect the interpretation of this Agreement; the singular shall include
the plural and vice versa; and references to one gender include all genders; 


(e)               
 references
to any English law legal term or concept shall, in respect of any jurisdiction
other than England and Wales, be construed as references to the term or concept
which most nearly corresponds to it in that jurisdiction; 


(f)                
 references
to applicable law include any applicable regulation, rule, order,
decree or directive which has the force of law; 


(g)               
 references
to the ordinary course of business mean in the ordinary course of
business consistent with past practice in the 12 months prior to the date of
this Agreement; 


(h)               
 references
to US$,
$, USD, or US Dollar are references to the lawful currency of the United States
of America; 


(i)                
 for
the purposes of applying a reference to a monetary sum expressed in US$, an
amount in a different currency shall be deemed to be an amount in US$
translated at the Exchange Rate at the relevant date (which, in relation to a
Claim, shall be the date of the receipt of notice of that Claim under Schedule
6); 


(j)                
 any
statement in this Agreement qualified by the expression so far as the
Seller is aware or any similar or analogous expression shall be deemed
only to be made on the basis of the actual knowledge, at the date of this
Agreement, of: 


	
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(i)                
 Claudio
Facchin; 


(ii)              
 Ismo
Haka; 


(iii)            
 Bruno
Melles; 


(iv)             
 Massimo
Danieli; 


(v)               
 Patrick
Fragman; 


(vi)             
 Gerhard
Salge; 


(vii)           
 Achim
Braun; 


(viii)         
 Giandomenico
Rivetti; 


(ix)             
 Markus
Heimbach; 


(x)               
 Ulf
Hoof; 


(xi)             
 Natascia
Rubinic; 


(xii)           
 Michel
Roubert; 


(xiii)         
 Sascha
Schumacher; 


(xiv)         
 Michael
Cooke; 


(xv)           
 Adrienne
Williams;        


(xvi)         
 David
Onuscheck;          


(xvii)       
 Helena
Kazamaki;         


(xviii)       Andrew Halsey;             


(xix)         
 Willi
Paul;         


(xx)           
 Bazmi
Hussain;  and 


(xxi)         
 Bruce
Schelkopf,           


having
made due and careful enquiry of the persons reporting directly to them in the
ordinary course of business; 


(k)               
 any
statement in this Agreement qualified by the expression so far as the
Purchaser is aware or any similar or analogous expression shall be
deemed only to be made on the basis of the actual knowledge, at the date of
this Agreement, of the following persons, having made due and careful enquiry
of the persons reporting directly to them in the ordinary course of business: 


(i)                
 Mamoru
Morita; 


(ii)              
 Kohei
Kodama;  


(iii)            
 Satoshi
Sekigawa; 


(iv)             
 Kazuyoshi
Yamamoto; 


(v)               
 Kazuhiko
Takahashi; 


(vi)             
 Yukiyoshi
Yanagisawa; 


(vii)           
 Shinya
Nakata; 


	
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(viii)         
 Atsuyuki
Fujii; 


(ix)             
 Yoshitaka
Komiya; 


(x)               
 Chikara
Tanaka; 


(xi)             
 Takashi
Tonooka; 


(xii)           
 Shinji
Hara; 


(xiii)         
 Koji
Egawa; 


(xiv)         
 Yoshiharu
Ishida; 


(xv)           
 Akira
Kanou; 


(xvi)         
 Katsuyuki
Uchiyama; 


(xvii)       
 Hiroyuki
Sera; 


(xviii)       Kiyoshi Mizuniwa; 


(xix)         
 Masaaki
Nomoto; and 


(xx)           
 Stephen
Pierce; and 


(l)                
 any
phrase introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms. 


3.                  
 Enactments. Except as otherwise expressly provided in this
Agreement, any express reference to an enactment (which includes any
legislation in any jurisdiction) includes references to (i) that enactment as
amended, consolidated or re-enacted by or under any other enactment before or
after the date of this Agreement; (ii) any enactment which that enactment
re-enacts (with or without modification); and (iii) any subordinate legislation
(including regulations) made (before or after the date of this Agreement) under
that enactment, as amended, consolidated or re-enacted as described at (i) or
(ii) above, except to the extent that any of the matters referred to in (i) to
(iii) occurs after the date of this Agreement and increases or alters the
liability of the Seller or the Purchaser under this Agreement. 


4.                  
 Schedules. The Schedules comprise schedules to this Agreement
and form part of this Agreement. 


5.                  
 Inconsistencies. Where there is any inconsistency between the
definitions set out in this Schedule 28 and the definitions set out in any
clause or any other Schedule, then, for the purposes of construing such clause
or Schedule, the definitions set out in such clause or Schedule shall prevail. 


 


	
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SIGNATURE


This
Agreement is signed by duly authorised representatives of the Parties on the
date first written above:


 


SIGNED                                          )  SIGNATURE:  /s/
 Ulrich Spiesshofer____


                                                         )

for and on behalf of                           )  

ABB LTD                                         )  NAME: _Ulrich
Spiesshofer _____


                                                            Chief
Executive Officer


 


                                                             


                                                         )  SIGNATURE:  /s/
 Diane de Saint Victor__


                                                         )


                                                         )  


                                                         )  NAME:
Diane de Saint Victor 


                                                            General
Counsel


 


 


 


 


 


 


 


 


 


[Signature page to the Sale and
Purchase Agreement]





 












 








                                                          


SIGNED                                          )  SIGNATURE:  /s/  Toshiaki Higashihara __            


                                                         )

for and on behalf of                           )  

HITACHI, LTD.                              )  NAME: Toshiaki Higashihara


                                                            Representative
Executive Officer 


                                                            President
& CEO


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature page to the Sale and
Purchase Agreement]