Exhibit 2.1AGREEMENT FOR THE PURCHASE AND SALEOF SHARESBY AND AMONGTRWANDMs. Nuria Castellón García;Mr. Luis Gras Tous;Ms. Maria Luisa Gras Castellón andMr. José Ramón Sanz Pinedo*Madrid, September 6, 2005*
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**Index**     Parties  3      Recitals  4      Clauses  6      1. Definitions  6 1. Purchase and Sale  6 2. Access to the Business and Activities of the DME Group  7 3. Purchase Price  7 4. Conditions Precedent  10 5. Closing  11 6. Sellers’ Obligations During the Interim Period  13 8. Representations and Warranties of the Sellers  17 9. Representations and Warranties of the Purchaser  18 10. Obligation to Indemnify by the Seller  18 11. TimeLimits — Limitation of Liabilities  20 12. Claims Procedure for Indemnity of Losses  21 13. Sellers’ Non-Competition  24 14. Confidentiality  24 15. Actions After Closing  25 16. Bank Guarantees  25 17. Miscellaneous  26 18. Governing Law & Jurisdiction  29 19. Language  29      LIST OF SCHEDULES  31      DEFINITIONS  32 * * *
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**Agreement for the Purchase and Sale of Shares**In *Madrid*, on *September*, 6th, *2005*.**Parties****Of the first part,**(1) Ms. Nuria Castellón García of legal age, with domicile in Madrid, Ronda deSobradiel, 3, and Identification Number 01456600-X. (2) Mr. Luis Gras Tous of legal age, with domicile in Madrid, Ronda de Sobradiel, 3,and Identification Number 36215351-B; (3) Ms. María Luisa Gras Castellón of legal age, with domicile Madrid, C/ Piquer, 2,and Identification Number 2183747-N.; and (4) Mr. José Ramón Sanz Pinedo of legal age, with domicile in Madrid, C/ Piquer, 2, andIdentification Number 51589424-X;   Hereinafter all of them to be collectively referred to as the “Sellers” and individuallyand indistinctly as a “Seller”.**Of the second part,**(5) TRW Automotive Inc, a company incorporated and organized under the laws ofDelaware, USA, whose registered office is 12001 Tech Center Drive, Livonia, Michigan, USA, andAutomotive Holdings (Spain), S.L., a company duly organised and incorporated under the laws ofSpain, with principal office at Polígono Industrial Landaben C/D, s/n, 31012, Pamplona (Spain)and holder of Tax Identification Number B-1774094 (hereinafter jointly called, “TRW” or the“Purchaser”), respectively represented by Mr. Guenter Brenner, of legal age, Germannationality, bearer of Passport number 6386502642, in force, and Mr. Roderick McLaren, oflegal age, British nationality, bearer of Passport number 702200257, in force.   Hereinafter the Sellers and the Purchaser to be collectively referred to as the “Parties”.
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**Recitals**I. Whereas the Sellers are the direct holders of the ownership interests in the followingcompanies, as detailed in Schedule I: a) Dalphi Metal España, S.A., (“DME”) representing 68,3994% of the share capitalof such company (the “DME Shares”);  b) Dalphi Metal Seguridad, S.A., (“DMS”) representing 2% of the share capitalof such company (the “DMS Shares”)  c) Dalphi Metal Internacional, S.A., (“DMI”) representing 2% of the sharecapital of such company (the “DMI Shares”).  d) Dalphi Metal Portugal, S.A., (“DMP”) representing 2% of the share capital ofsuch company (the “DMP Shares”),  e) Safe Life Industria de Componentes de Segurança Automovel, S.A (“SL”)representing 0.0004% of the share capital of such company,  f) Safe Bag Industria Componentes Segurança Automovel, S.A (“SB”), representing0.05% of the share capital of such company,  g) Dalphi Metal Tunisie, S.A.R.L. (“DMT”) representing 0.0083% of the sharecapital of such company,  h) Dalphi Metal Brasil, L.T.D.A. (“DMB”) representing 1% of the share capital ofsuch company,  i) Spria S.A., one share, representing 0.00005% of the share capital of suchcompanyII. Whereas DME together with the Sellers controls the voting rights set out next to each of theCompanies listed below, in which DME is the direct or indirect holder of the followingownership interests as indicated below, as detailed in Schedule II: a) Dalphi Metal Adriaticus (100%)  b) Dalphi Metal Ltd. (100%)  c) Dalphi Metal Italia, S.R.L. (100%)  d) Dalphi Metal France, S.A.R.L. (100%)
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 e) Safe Life Industria de Componentes de Segurança Automovel, S.A. (100%)  f) Dalphi Metal Tunisie, S.A.R.L. (100%)  g) Safe Bag Industria Componentes Segurança Automovel, S.A. (100%)  h) Dalphi Metal Brasil, L.T.D.A. (100%)  i) Spria, S.A. (49,99%)  j) Dalphi Metal Seguridad, S.A. (51%)  k) Dalphi Metal Internacional, S.A. (51%)  l) Dalphi Metal Portugal, S.A. (51%)  m) Mediterránea de Volants, S.L. (49%)  n) Pimsa Direksiyon Sanayi ve Ticaret, A.S. (26,5000%)  o) Garevol, S.L. (25%)  p) Céltica de Componentes del Automóvil, S.L. (25%)  q) Nihon Plast Co. Ltd (approximately 10.39% following the capital increase announced onJuly 29th, 2005. The ownership interest currently represents 13.09%)  r) CTAG (7.3150%)III. Whereas for the purposes of further reference in this Agreement, all the companies ofRecitals I and II shall collectively referred to as the “DME Portfolio”, and shall beclassified as follows: (i) Dalphi Metal Adriaticus, Dalphi Metal Ltd., Dalphi Metal Italia S.R.L., DalphiMetal France, S.R.A.L., Safe Life Industria de Componentes de Segurança Automóvel, S.A.,Dalphi Metal Tunisie, S.A.R.L., Safe Bag Industria Componentes Segurança Automovel,S.A., Dalphi Metal Brasil, L.T.D.A. and Spria S.A. will be collectively referred to asthe “Controlled Subsidiaries”;  (ii) Dalphi Metal Seguridad, S.A., Dalphi Metal Internacional, S.A. and Dalphi MetalPortugal, S.A. shall be collectively referred to as the “Relevant Companies”; DME,Controlled Subsidiaries and Relevant Companies together will also be referred to as the“DME Group” and
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 (iii) All other equity interests not listed under Clauses (i) and (ii) above shall becollectively referred to as the “Other Participations”.IV. Whereas the principal activities of the DME Group mainly consist of the design, development,production, commercialization, sale and distribution of automotive safety systems, includingin particular steering wheels, bags, airbag inflators and modules (the “Activities of the DMEGroup”). V. Whereas the Parties recognize and acknowledge the rights under the laws of Spain, France andPortugal of minority shareholders in the DME Group, and TRW will extend the offer to acquirethe shares of the minority holders, subject however to successful negotiations on terms andconditions, appropriate agreements and taking into account the particular circumstances of theminority holders. VI. Whereas pursuant to the Letter of Intent dated May 10, 2005 among the Parties, TRW and itsrepresentatives have conducted certain limited due diligence reviews. VII. Whereas the Parties believe the Transaction is in the best interests of the DME Group, itscustomers, employees and shareholders.Therefore, intending to be legally bound, the Parties hereto enter into this sale and purchaseagreement (the “Agreement”) which shall be governed by the following.**Clauses****1.** **Definitions** 1.1 For purposes of this Agreement, the terms appearing in **Schedule 1.1**, shall have the meaningset forth therein. **2.** **Purchase and Sale** 2.1 The Sellers hereby agree to sell, and Purchaser hereby agrees to buy, full title to theShares identified in **Schedule 2.1**for the Purchase Price and subject to the conditions set outin this Agreement. 2.2 The Shares shall be sold and transferred free of liens, options, encumbrances, claims or anyother seizure rights or Personal Rights (“*Derechos Personales*”) in 
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  favor of third parties and shall be sold and transferred with all economic, voting and otherrights that are inherent thereto. 2.3 The Parties hereby agree that on Closing, at TRW’s option, the effective acquisition of theShares could be implemented totally by any one of the companies identified as Purchaser, orpartially by both of them in the proportion TRW deems appropriate on Closing. In all eventsTRW Automotive Inc. and Automotive Holdings (Spain) S.L. assume jointly and severally(“*solidariamente*”) all obligations undertaken by Purchaser under this Agreement. 2.4 Completion of the Transaction is subject to the satisfaction of the Conditions Precedent. **3.** **Access to the business and Activities of the DME Group** 3.1 Subject to the terms and conditions of this Agreement, the Purchaser acquires from theSellers the Shares. By acquiring the Shares, the Purchaser is acquiring control over thebusiness activity of DME and over its assets and rights. Furthermore, the Purchaser acquiresindirect control over the business activities of the Controlled Subsidiaries and the RelevantCompanies and over their respective assets and rights. 3.2 The transfer of title and access to control described in the preceding paragraph constitutethe cause and final purpose of this purchase and sale transaction. **4.** **Purchase Price** 4.1 The Purchase Price for the Shares shall be € 112,500,000.00 (in words: Euros one hundred andtwelve million and five hundred thousand) *plus*or *minus*(as the case may be) the amount of theAdjustment, if any. 4.2 On the Closing Date, the Purchaser shall deposit € 6,000,000 of the Purchase Price (in wordsSix Million Euros) into an interest bearing escrow account with an escrow agent reasonablysatisfactory to the Parties (the “Escrow Fund”) pursuant to the instructions to the escrowagent as set out in **Schedule 4.2**. On the Closing Date the balance of the Purchase Price (i.e.€ 106,500,000.00) shall be paid to the Sellers in the following manner: (a) By collective nominative bank draft of €39,000,000.00; and
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 (b) By individual bank checks and in the respective amounts expressly stated in**Schedule 4.2 (b)**.4.3 Post closing Adjustments: a) Closing Audit: Promptly after the Closing Date, the Purchaser willcause either ERNST & YOUNG, S.L. or KPMG AUDITORES, S.L., at Purchaser’s sole option,(the “Auditors”), independent certified public accountants, to conduct an audit of theClosing Financial Statements including the individual and consolidated DME Groupbalance sheet as of Closing Date (the “Closing Balance Sheet”). Within ninety (90)days after the Closing Date or as soon thereafter as reasonably possible, the Auditorswill deliver to the Sellers and the Purchaser a report (the “Auditors’ Report”) basedon the audit stating the net book value of assets included in the Closing BalanceSheet (the “Closing Assets”) and the book amount of liabilities included in theClosing Balance Sheet (the “Closing Liabilities”), as the same were (or should havebeen) reflected on the books of the DME Group as of the Closing Date in accordancewith the accounting principles described in clause 4.3(c) hereof.  b) Review by Sellers: Following receipt of the Auditors’ Report,Sellers will be afforded a period of thirty (30) days to review the Closing BalanceSheet, audit working papers, and the Auditors’ Report on the Closing FinancialStatements. At or before the end of that period, Sellers will either (i) accept theAuditors’ Report in its entirety, in which case the Closing Assets and the ClosingLiabilities will be deemed to be as set forth on the Auditors’ Report, or (ii) deliverto the Purchaser and the Auditors written notice and a detailed written explanation ofthose items in the Auditors’ Report or Closing Balance Sheet which Sellers dispute, inwhich case the net book value of the Closing Assets and the book amount of the ClosingLiabilities not affected by the disputed items will be deemed to be as set forth onthe Auditors’ Report and the items identified by Sellers shall be deemed to be indispute. Within a further period of thirty (30) days from the end of theaforementioned review period, the Parties will attempt to resolve in good faith anydisputed items. Failing such resolution, the unresolved disputed items will bereferred for final binding resolution to a second internationally-recognized firm ofcertified public accountants mutually acceptable to the Purchaser and Sellers. Theidentity of this second accountant shall be immediately notified by both Parties tothe Escrow Agent upon appointment. The net book value of Closing Assets and bookamount of Closing Liabilities affected by such unresolved disputed items (if any) willbe deemed to be as determined by such second firm in accordance with the accounting
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   principles described in this clause 4.3(c) within thirty (30) days of such reference.The decision of such second firm will not be appealable by the Purchaser or Sellers.The fees of the second firm of certified public accountants will be shared equallybetween Purchaser and Sellers.  c) Accounting Principles: The net book value of the Closing Assets andthe book amount of the Closing Liabilities will be determined in accordance withSpanish generally accepted accounting principles as properly and consistently appliedby the DME Group in the past except that, for purposes of the Adjustment, (i) theassets and liabilities of Spria, S.A. will be fully consolidated in the ClosingBalance Sheet as well as from the calculation of the Base-Line Net Book Value (asdefined below) and both shall be pro-forma for DME’s ownership of 100% of Spria’sshare capital; (ii) the value of the interest in Nihon Plast Co. Ltd will be excludedfrom the calculation of both the Base-Line Net Book Value and the Closing Net BookValue; (iii) the Closing Net Book Value and the Base-Line Net Book Value will bepro-forma for DME’s ownership of 51% of the share capital of DMI, DMS and DMP; and(iv) there will be no increase in provisions for environmental matters beyond thosepreviously in existence, those arising from matters occurring after December 31, 2004and those agreed to by Sellers and Purchaser as a result of Purchaser’s due diligence.Only assets and liabilities reflected on the consolidated balance sheet of the DMEGroup (or which should have been) in accordance with the aforementioned accountingprinciples will be taken into account for purposes of determining the Closing Net BookValue.  d) Base-Line Net Book Value: The Base-Line Net Book Value will be anamount equal to € 86,157,000.00(in words: eighty six million one hundred andfifty-seven thousand euros), pursuant to the calculation provided in **Schedule 4.3 d)**.  e) Determination of Closing Net Book Value: The Closing Net Book Valuewill be an amount equal to the net book value of assets included in the Closing Assetsminus the book amount of liabilities included in the Closing Liabilities as ofthe Closing Date, both as determined under clauses 4.3(a) and (b) hereof.  f) Amount of Adjustment: If the Closing Net Book Value is equal to theBase-Line Net Book Value, then the Adjustment will equal zero. If the Closing NetBook Value is more than the Base-Line Net Book Value, then the Adjustment will be apositive amount equal to [68.3994%] of the amount by which the Closing Net Book Valueis more than the Base-Line Net Book
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   Value. If the Closing Net Book Value is less than the Base-Line Net Book Value, thenthe Adjustment will be a negative amount equal to [68.3994%] of the amount by whichthe Closing Net Book Value is less than the Base-Line Net Book Value, providedhowever that such negative Adjustment will never exceed the amount of €6,000,000.00.  g) Payment of Adjustment: If the Adjustment is a positive amount, thenthe Purchaser will pay Sellers the amount of the Adjustment and the escrow agent willrelease to Sellers the Escrow Fund, within ten (10) business days after the finaldetermination of the amount of the Adjustment pursuant to clause 4.3(f) hereof. Ifthe Adjustment is a negative amount, then the escrow agent will release (i) toPurchaser, the amount of the Adjustment and (ii) to Sellers, any balance of the EscrowFund after deducting the Adjustment.  h) Without prejudice to the Adjustment as indicated above, the Purchase Price,and therefore the payment of the € 106,500,000 to be delivered on Closing to theSellers, will be reduced in the amounts paid to the Sellers by the corresponding DMEGroup companies in consideration for the effective transfer of the minority intereststakes pursuant to Schedule 7.2**5.** **Conditions Precedent** 5.1 The completion of the Transaction is subject to the satisfaction of each and every one of thefollowing conditions precedent: a) The European Commission shall have issued a decision that the concentrationis compatible with the common market under the Merger regulations of the EuropeanUnion (or having been deemed to have done so) and, in the event of a referral of theproposed transaction to a competent authority of a European State, no such state shallhave restrained or prohibited the consummation of the Transaction.  b) The absence of any Material Adverse Change between Signing and Closing.  c) The Representations and Warranties of Sellers contained in this Agreementshall be true, accurate, and complete in all material respects as of the date hereofand as of the Closing Date (as if such Representations and Warranties had been madeanew as of the Closing Date), in accordance with Schedule 6.4 f).  d) The Sellers shall have provided a First Demand Bank Guarantee in accordance withclause 16.1 of this Agreement.
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5.2 Each of the Parties undertakes to use its best efforts to carry out the actions and processthe documents necessary to obtain the aforementioned authorizations, consents, verificationsand agreements reasonably in advance. 5.3 Should all the conditions precedent referred to in Clause 5.1 not be fulfilled by March 31,2006, and should the Purchaser not have waived those conditions pending fulfillment or theParties having set a new date therefor, this Agreement shall be rendered without any effectwhatsoever, except for the provisions referring to confidentiality under this Agreement,without any of the Parties having any claim against the other as a consequence thereof, exceptin the event of a breach of its obligations under Clause 5.2. **6.** **Closing** 6.1 The Closing Date shall take place the last Business Day of the month in which the ConditionPrecedent set out in Clause 5.1.a) shall have been fulfilled and notified to the Purchaser orhave been deemed to have occurred, provided however that if such notice has been served (ordeemed to have been done) less than 10 calendar days prior to the end of such month, ClosingDate shall occur on the last Business Day of the following month. Purchaser undertakes toinform Sellers within 3 Business Days of having received notification of the EuropeanCommission decision. 6.2 On the Closing Date, the Parties shall execute the transfer of title to the Shares before anotary public by the delivery of the Shares and their endorsement and complete the otheractions set out in clause 6.4. 6.3 The Closing shall take place in Madrid, at [12:00 pm] at the offices of the Notary Public[Mr. Carlos de Prada Guaita] or any other notary or location mutually agreed by the Parties. 6.4 On the Closing Date: a) The Purchaser or the Sellers shall deliver a copy of the document evidencingthe satisfaction of the Condition Precedent set out in Clause 5.1 a).  b) The Parties shall exhibit powers of attorney sufficient for the execution ofthe Transaction and the other transactions contemplated by this Agreement and
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   state before the Notary the satisfactory completion of Conditions Precedent set out inClause 5.1.  c) The Sellers shall deliver certificates evidencing their compliance with therequirements of Clause 7.1, the completion of the matters covered by Clause 7.2 andthe absence of any Material Adverse Change, in accordance with the form set forth in**Schedule 6.4 c)**.  d) The Sellers shall deliver a certificate issued by the management body of eachof the companies in which shares are being transferred evidencing the completion ofthe requirements set out in the Articles of Association for the transfer of the sharesin accordance with the terms set forth in **Schedule 6.4 d)**.  e) The Sellers shall deliver to the Purchaser a certificate evidencing thecontinued validity and effectiveness of the Representations and Warranties on theClosing Date, in accordance with the terms of **Schedule 6.4 e)**.  f) The Sellers shall deliver to the Purchaser an irrevocable first demand bankguarantee (“*Aval a primer requerimiento*”) in the amount of €39,000,000 (in words:Thirty-nine million Euros) in accordance with clause 16.1 of the Agreement.  g) The Sellers shall deliver to the Purchaser the certificates of titlerepresenting the Shares duly endorsed in favor of the Purchaser and shall deliver tothe Notary Public all the public deeds or documents that justify ownership of theShares for due recording of the transfer on such original titles of ownership.  h) The Purchaser shall pay to the Sellers and deliver to the escrow agent thePurchase Price in the manner provided for in Clause 4.2.  i) Sellers shall have performed and complied with all agreements and conditionsrequired by this Agreement to be performed or satisfied by Sellers, and Sellers shalldeliver to Purchaser all documents, certificates, and instruments required to bedelivered by Sellers under the terms of this Agreement.  j) Sellers shall have delivered to the Purchaser the letter related to the leaseagreements set out in accordance with **Schedule 6.4.j)**6.5 All of the actions described in this clause 6 shall be undertaken simultaneously as a singletransaction (“*unidad de acto*”). Consequently, none of the foregoing actions shall be held tohave been completed until such time as each and every one of the other actions is completed.
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**7.** **Sellers’ Obligations During the Interim Period** 7.1 During the Interim Period, the Sellers shall act, and cause DME, the Controlled Subsidiaries,the Relevant Companies and where applicable and to the extent possible, given the rights ofDirectors and/or shareholders or pursuant to contract, the Other Participations, to act withthe greatest diligence to: a) Avoid any act or omission which could cause a Material Adverse Change to anyof the DME Portfolio;  b) Maintain the current organizational structure, management team, Personnel,and network of agents of the DME Portfolio, as well as the commercial relations withsuppliers, customers, creditors, agents, lessors of real estate leased by suchcompanies, and any third parties with which such companies maintain relations;  c) Conduct the operations of the DME Portfolio in the Ordinary Course ofBusiness, consistent with past practice as to nature, scope and manner of carrying onthe business, taking into special consideration the signing of this Agreement and theprotection, to the greatest extent possible, of all of the rights thereby acquired, orintended to be acquired by the Purchaser;  d) Direct and manage the DME Portfolio in such a manner as to maintain the fulltruthfulness, accuracy, and completeness of the terms of the Representations andWarranties on the Closing Date;  e) Inform and submit for the prior written approval of the Purchaser suchactions, facts or omissions which arise outside the Ordinary Course of Business andspecifically shall not, without the previous written consent from the Purchaser, whichconsent shall not be unreasonably withheld and which consent shall be deemed to havebeen given fifteen (15) calendar days after receipt by the Purchaser of the writtenrequest for approval unless Purchaser notifies Sellers otherwise: (i) Assume any obligation or responsibility except for those that arisein the Ordinary Course of Business and on an arms length basis;  (ii) Issue, or adopt any resolution to issue shares, obligations, bonds,options, warrants or other securities or financial instruments of an analogousnature;
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 (iii) Assume effective or contingent obligations or responsibilities(including, but not limited to, financial leasing or unregistered transactions)outside the Ordinary Course of Business and not under normal market terms andconditions or enter into any unusual, abnormal or onerous contract or commitment.  (iv) A) Declare, agree or distribute final or interim dividends or otherdistributions from any of the DME Portfolio’s reserves or funds or make otherpayments in favor of the Sellers, previous shareholders or members of the boardother than for the transfer of DMS, DMP and DMI shares and all other minorityinterest stakes, all of it pursuant to Schedule 7.2 and pay-roll; or B) cause orpermit any of the DME Portfolio to acquire its own shares or redeem or reclassifyits shares, increase or reduce its share capital.  (v) Sell, assign, lease or in any other way transfer or subject toliens and encumbrances, any of its tangible or intangible assets or shares ownedby the DME Group in the DME Portfolio.  (vi) Grant guarantees or modify the provisions of already existingguarantees, lend money or advance payments to third parties, including theSellers (except to the extent required in the Ordinary Course of Business andconsistent with past practices for operation of the current DME Group cashmanagement system), or execute any additional loan or credit facility agreements,or modify the provisions of already existing loans or credit facility agreements.  (vii) Cancel credits, or waive any right to claim from third parties.  (viii) Modify the articles of association of any DME Portfolio except as may bespecifically required by law.  (ix) Increase the remuneration of or establish additional considerationof any kind payable to directors, executives or employees of any of the DMEPortfolio, or otherwise enter into or alter any employment, consulting ormanagerial services agreements relating to the DME Portfolio in excess of amountsrequired by a legally binding contract entered into prior to Signing anddisclosed to Purchaser in due diligence.  (x) Breach, cancel or amend any of the contracts, agreements orinsurance policies that are binding on any of the DME Portfolio.
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 (xi) Commit to make, or to make any capital expenditures per project inexcess of €500,000.00 (in words: Euros five hundred thousand), or increase anyprevious commitment for capital expenditures in excess of such amount.  (xii) Change or enter into collective bargaining agreements or othercollective labor contracts.  (xiii) Enter into any lease of real or personal property or any renewals thereofinvolving a term of more than one (1) year or rental obligation exceeding€50,000.00 Euros (in words: Euros fifty thousand) per annum in any single case.  (xiv) Commence, enter into, or alter any pension, retirement,profit-sharing, employee stock option or stock purchase, bonus, deferredcompensation, incentive compensation, life insurance, health insurance, fringebenefit, or other employee benefit plan or arrangement affecting employees of theDME Portfolio.  (xv) Accelerate or delay the manufacture, sale or shipment of productsof the DME Portfolio other than pursuant to specific requests initiated bycustomers.  (xvi) Make or change any Taxes or taxes accounting method, settle anytax audit or proceeding, or file any amended tax returns, except in the OrdinaryCourse of Business consistent with past practice. f) Without prejudice to the provision in section (e) above, and provided thatSellers notify in English any urgent request to TRW Automotive GmbH, Industrie Strasse20, 73551, Alfdorf, Germany, to the attention of Mr. Günter Brenner, Mr. Rod McLarenor Mr. Josef Hermes, Purchaser will undertake its best efforts to respond to Sellerswithin five (5) Business days after receipt of such urgent request for approval.  g) Subject to, and in compliance with, applicable antitrust regulation,requirements and limitations and so long as it does not unreasonably interfere withthe ordinary conduct of business, Sellers shall permit the Purchaser as broad aspossible access to the Personnel, real estate, installations, contracts, books andregistries and any other additional information of a financial, operational oranalogous nature, or any other relevant information for the DME Portfolio which thePurchaser could reasonably request.
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7.2 During the Interim Period the Sellers shall act, and cause DME, the DME ControlledSubsidiaries, the Relevant Companies and, where applicable and to the extent possible, giventhe rights of Directors and shareholders or pursuant to contract, the Other Participations, tocomplete the actions set forth in **Schedule 7.2**. 7.3 Material breach by the Sellers of the terms provided for in the preceding paragraphs of thisclause shall give the Purchaser the option to demand specific performance of the Agreement orto terminate this Agreement pursuant to article 1124 of the Civil Code, without prejudice toany other remedies that Purchaser may be entitled for such breach. 7.4 The same optional right to demand performance or to terminate this Agreement shall be grantedto the Purchaser should any Material Adverse Change occur. If Purchaser elects to demandperformance, the amount of the Loss resulting from the Material Adverse Change shall bededucted from the Purchase Price as an adjustment subject to Clause 4.3 and shall notprejudice or reduce Sellers’ liability under the Agreement for breaches of the Representationsand Warranties or the First Demand Bank Guaranty securing such liability. 7.5 Sellers may claim, as full and complete liquidated damages for breach of Purchaser’sobligations under this Agreement, the full amount of € 10,000,000 in the Purchaser’s BankGuarantee (as defined in Clause 16.2) provided that a court of competent jurisdictiondetermines in a firm and final judgment either: (i) A) each of the conditions precedent set forth in Clause 5.1 has beensatisfied, B) the Sellers complied with all of their obligations under the Agreementand C) Purchaser’s failure to complete the Transaction was a breach of this Agreement;or  (ii) That the Condition Precedent set out in Clause 5.1 (a) has not been fulfilleddue to a breach of Purchaser’s obligations under Clause 7.6 of this Agreement.  In such events, Purchaser will have no further obligations or liabilities to Sellers of anytype in respect of breach of this Agreement.
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7.6 Notification to the Antitrust Authorities   Purchaser will notify this Agreement to the competent antitrust authorities in alljurisdictions where it is required to do so promptly after signing. The Parties shall fullycooperate and be jointly responsible for the conduct of the proceedings before theantitrust authorities and shall cooperate fully and promptly to gather information. TheParties shall each provide to such authorities all information and materials reasonablyrequested in connection with such proceedings. Other than such antitrust notification,neither Purchaser nor Sellers have any knowledge that any other government or regulatoryfiling, condition, consequence or approval is required. **8.** **Representations and Warranties of the Sellers** 8.1 **Schedule 8.1**sets forth the Representations and Warranties which the Sellers make jointly andseverally in favor of the Purchaser (the “Representations and Warranties”). The Sellers,jointly and severally, represent and warrant that the Representations and Warranties are true,accurate and complete, without omitting any fact or circumstance which would alter, restrictor condition the content and scope of such Representations and Warranties. 8.2 The Purchaser’s decision to purchase the Shares for the Purchase Price and upon the otherterms established in this Agreement is based essentially on the existence, truthfulness,accuracy and completeness of the Representations and Warranties. 8.3 On the basis of the foregoing and on the terms of Schedule 8.1, the Sellers shall be liableto the Purchaser for the truthfulness, accuracy, and completeness of the Representations andWarranties on the terms of clause 10. For the avoidance of doubt, the Sellers shall not beliable for the circumstances declared in the Disclosure Annexes, except if such circumstancesare included in the Recoverable Exceptions. 8.4 The completion by the Purchaser (or its advisors) of investigations and audits of thebusiness, financial, accounting, environmental, information technologies and systems, legaland tax circumstances (“due diligence”) of some of the DME Group companies does not in any wayexempt or limit the liability of the Sellers, except for matters A) declared in the DisclosureAnnexes that are not included in the Recoverable Exceptions and B) covered by Clause 10.2 (iv)that are not included in the Recoverable Exceptios.
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8.5 The Representations and Warranties shall be understood as referring to the Signing, unlessexpress reference is made to another date. 8.6 On the Closing Date the Sellers shall certify to the Purchaser the validity and effectivenessof the Representations and Warranties as of the Closing Date in accordance with the terms ofClauses 5.1.c) and 6.4.f). **9.** **Representations and Warranties of the Purchaser** **9.1** **Schedule 9.1**sets out the Representations and Warranties which the Purchaser makes in favorof the Sellers. The Purchaser represents and warrants that the Representations and Warrantiesof the Purchaser are true, accurate and complete, without omitting any fact or circumstancewhich would alter, restrict or condition the content and scope of such Representations andWarranties. **9.2** On the Closing Date Purchaser shall certify to Sellers the validity and effectiveness of theRepresentations and Warranties. **10.** **Obligation to Indemnify by the Seller** 10.1 Subject to the time limits set forth in Clause 11 of this Agreement, the Sellers shalljointly and severally (“*Solidariamente*”) indemnify and hold harmless the Purchaser from,against and in respect of any and all loss, including Taxes that might be imposed on Purchaseras a result of such indemnity, harm, prejudice, charge, responsibility, debt, capital loss,fine, surcharge, interest or expense (including fees and costs for lawyers, prosecutors,notaries, auditors, accountants, experts, appraisers or other professionals) caused by (i)breach, inaccuracy (whether caused by omission or otherwise) or untruthfulness of any of theRepresentations and Warranties which arose or resulted from any act, omission, fact oroccurrence originating prior to Closing; or (ii) any Recoverable Exception; or (iii) breach ofany other obligations, undertakings, provisions, terms and conditions or agreements set out inthis Agreement; or (iv) non compliance with laws and regulations applicable to theconstruction, technical characteristics, area and security of real estate; or (v) the use ofmaterials considered by competent authorities to be dangerous or prohibited for theconstruction of real estate (hereinafter “Losses” or “Loss”). For the calculation of Lossimposed on the Purchaser, DME’s ownership interest in Spria shall always be considered to be50%.
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10.2 For the avoidance of doubt, Losses shall not include, whatever their nature and amount mightbe, circumstances or obligations which (i) are duly reflected and supported in the ClosingConsolidated and Individual Financial Statements but only up to the amount which has beenaccounted or provisioned for, as the case may be; (ii) are the object of express exemptionfrom liability in this Agreement; (iii) are duly specified in the Disclosure Annexes, but onlyup to the amount which has been specified when applicable, in the respective DisclosureAnnexes, provided always that they are not also included in the Recoverable Exceptions; (iv)are at the time of Signing actually known by the individuals named in Clause 4 of Schedule 9.1to constitute a breach of Seller’s Representations and Warranties, provided always that theyare not also included in the Recoverable Exceptions; or (v) relate to damages to thereputation of the DME Group or the Purchaser. 10.3 For the sake of further clarity in appropriate circumstances, Losses will be calculated inrespect of Purchaser’s ownership interest acquired pursuant to this Agreement. For example, ifa claim related to a 10 million euro obligation of DME, Purchaser’s Loss would be 6.83994million euro (68.3994%) of the obligation. Conversely, if a claim related to a 10 million Eurodefect in title of the Shares, Purchaser’s Loss would be 10 million Euro (100%). 10.4 The amount of indemnity for each Loss is understood as being net of (a) any indirect Taxespayable by the Purchaser as a consequence of the indemnity and (b) the net amount of anyrecovery actually received under insurance policies of the DME Group. The amount of any Lossfor which indemnification is provided under this Agreement will (i) be reduced to take accountof any net Tax benefit, as and when actually included by the Group Company having the Loss orthe Purchaser within the tax return corresponding to the fiscal period when the Loss issuffered, arising from (A) the incurrence or payment of any such claim or Tax and (B) anycorrelative adjustments or changes in Tax treatment that occur as a result of the adjustmentor change giving rise to such Loss and (ii) increased to take account of any net Tax costarising from the receipt of indemnity payments hereunder (including any Tax resulting from thepayment required under this clause) included by the indemnified party within the tax returncorresponding to the fiscal period when the indemnification is collected from the Sellers. 10.5 Except for any amount required to be treated for Tax purposes as interest, all indemnitypayments under Clause 10 of this Agreement will be treated as an adjustment to the PurchasePrice paid for the Shares for tax purposes.
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**11.** **Time Limits — Limitation of Liabilities — Threshold** 11.1 Without prejudice to the provision set out in Clause 11.2, the limitation period (*“plazo decaducidad"*) for all claims for Losses shall be three years from the Closing Date (“TimeLimit”), unless the Purchaser has submitted to Sellers, on or before the Time Limit haselapsed, a Notice of Loss as defined in Clause 12.1.a. The Purchaser must initiate legalproceedings before a court of justice at the latest of (i) the Time Limit; or (ii) nine (9)months after the aforementioned written notice has been served to the Sellers. 11.2 By way of exception to the foregoing, the limitation period for claims for Losses based ontax, labor and social security related matters and for Losses based on Sellers’ capacity andauthority and Title to the Shares shall be the respective statute of limitation established byapplicable law. For the sake of greater clarity, the Parties expressly state and acknowledgethat, according to Spanish and Portuguese law, any claim made by the relevant competentauthority or third party regarding any of the subject matters referred to in this Clausewithin the corresponding statute of limitations interrupts the applicable limitations periodof each such claim until final settlement. 11.3 Sellers’ obligation to indemnify, defend, or hold the Purchaser harmless from or against anyLoss shall be limited to €39,000,000.00 (in words: Euro thirty nine million). This limitationshall not apply: (i) to any Loss arising out of a breach of the Representations and Warrantieson Schedule 8.1 regarding A) Sellers’ capacity and authority to represent; or B) title to theShares; or (ii) a breach of non-compete agreements referred to in Clause 13; or (iii) anyfailure of the Sellers to comply with the obligations undertaken pursuant to Clause 7.1.e).For the avoidance of doubt, amounts collected by Purchaser from Sellers for Losses other thanthose derived from (i), (ii) and (iii) above, shall reduce the maximum liability of theSellers obligation to indemnify. 11.4 Sellers’ obligation to indemnify shall accrue only if the aggregate of all Losses exceed theamount of € 1,500,000.00 (in words: Euro One Million and five hundred thousand) (the“Threshold”). If the Losses exceed the Threshold, Sellers’ obligation for indemnificationshall accrue for the full amount of all Losses and not only for the amount which exceeds theThreshold, and the procedures set out in Clause 12 shall apply. Notwithstanding the above, theThreshold does not apply to Losses in relation to all circumstances disclosed by Sellers inAnnex 12.10 (i.e. the Loss shall be payable from the first euro). Payments by Sellers for suchLosses in relation to all circumstances disclosed by Sellers in Annex 12.10, will not beconsidered for purposes of reaching or exceeding the Threshold.
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**12.** **Claims Procedure for Indemnity of Losses** 12.1 In the event of a Loss not arising from a claim by a third party, the following proceduresshall be followed: a. The Purchaser, directly or through any other person acting on behalf of thePurchaser, acting with reasonable diligence from the date on which it had knowledge ofthe Loss, shall notify the Sellers of the existence of the Loss and the indemnityclaimed (the “Notice of Loss”). By serving Notice of Loss, the Time Limit will nolonger be applicable to such claim and, therefore, the Sellers will be liablevis-à-vis the Purchaser until a final settlement is reached in relation to such claim,either by mutual agreement or otherwise by firm, final and binding judicialresolution.  b. The Notice of Loss shall include (i) a description of the Loss; (ii) thebasis of the claim; and (iii) any other information or documentation reasonablyavailable to the Purchaser on which Purchaser relies to substantiate its claim.  c. Within (10) Business Days from receipt of the Notice of Loss, the Sellersshall notify the Purchaser of (i) their acceptance of the claim and their obligationto pay the corresponding amount of the Loss in accordance with the Purchaser’s claim,or (ii) their rejection, whether in whole or in part, of the claim for the amount ofthe Loss.  d. In the circumstance provided for in Clause 12.1c)(i), the Sellers shall payto the Purchaser the amount of the Loss within thirty (30) calendar Days followingthe end of the aforementioned period for responding to the Notice of Loss.  e. Sellers’ rejection of a claim (partially or totally) pursuant to Clause12.1c)(ii) shall not prejudice or limit whatsoever the Purchaser’s rights toindemnification pursuant to Clause 10 or Purchaser’s rights to pursue a claim againstthe First Demand Bank Guarantee.  f. If, within the ten (10) Business Days following receipt of the Notice ofLoss, Sellers have not delivered their response to the Purchaser, the Sellers shall bedeemed to have rejected the claim as well as their obligation to pay the amount of theLoss as claimed by the Purchaser.
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12.2 In the event of a Loss arising from a claim by any third party including any tax authorities,labor, social security, administrative or other government entity, and whether throughjudicial or administrative proceedings, whether by judicial or extrajudicial means (“ThirdParty Claim”) against the Purchaser or any company in the DME Portfolio (hereinafter the“Affected Company”), the following procedure shall apply: a. The Purchaser, directly or through any third entity acting on behalf ofPurchaser, shall serve Notice of Loss to the Sellers of such Third Party Claim,requesting that it be indemnified.  b. The Notice of Loss shall include (i) a copy of the document, if any, whichcontains the Third Party Claim or a copy of the document, if any, pursuant to which atax audit, inspection or review was commenced, or on which the claim is based, as thecase may be; (ii) a description of the Loss; and (iii) any other information on whichPurchaser relies to substantiate its claim. The Notice of Loss shall be accompaniedby reasonable supporting documentation that is reasonably available to Purchaser.  c. Within the ten (10) Business Days following receipt of the Notice of Loss,the Sellers shall notify the Purchaser (i) if they reject that a Loss could eventuallyarise from the Third Party Claim, or (ii) if they accept that a Loss could eventuallyarise from the Third Party Claim.  d. The Affected Company shall have the right to exercise the defense which itconsiders most convenient, including the acceptance or opposition to the claim, or thesettlement thereof, whether it be judicial or extra-judicial, without the Sellershaving the right to limit in any way this right of the Affected Company, in each casewithout prejudice to any other rights that Purchaser may have under this Agreement orapplicable law, the Purchaser’s right to commence, at any time starting from theSellers’ response, legal proceedings. The Sellers, directly or through theirdesignated advisors, shall have the right to be periodically informed of thedevelopment of the claim involved.  e. In the circumstance provided for in Clause 12.2(c)(ii), the Sellers shallinclude in their response an express indication of their instructions to the Purchaseras to whether (i) they accept the amount of the Third Party Claim stating in theresponse that the Sellers shall take responsibility for the amount of such claimpursuant to Clause 10; or (ii) they reject the amount of the Third Party Claim,stating in the response the amount, if any, that they accept and their reasons forrejecting the balance. In the event Sellers object to the amount of the Third PartyClaim, and subject in all cases to the
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   right of Purchaser or the Affected Company, as the case may be, to control thedefense to such Third Party Claim as provided in 12.2 (d) above, (A) Purchaser andSellers shall cooperate in the conduct of any proceeding relating to such claim, (B)Sellers shall have the right to participate in such proceeding at Sellers’ expense.If the Affected Company enters into any settlement agreement without the consent ofSellers, and the Purchaser exercises its right to claim a Loss, Sellers may initiatean action in a court of competent jurisdiction against Purchaser to recover fromPurchaser the amount of the settlement claimed by Purchaser as a Loss in excess ofwhat Sellers believe is reasonable. If Sellers prevail in such action, Purchasershall repay to Sellers the amount of the Loss determined by the court to be in excessof a reasonable settlement; the non-prevailing party shall pay all the costs of suchlitigation, including reasonable attorney fees for both parties.  f. If within the ten (10) Business Days following receipt of the Notice of Lossthe Sellers have not notified the Purchaser of their response, or their response isnot one of those provided for in Clause 12.2(c), they shall be deemed to have rejectedthe Loss deriving from the Third Party Claim, and shall be subject to the same regimeas provided for in Clause 12.2 (d).  g. Notwithstanding any provisions to the contrary contained in this Agreement,Purchaser shall have the sole right to control and make all decisions regarding theDME Group Company interests in any Tax audit or administrative or court proceedingrelating to Taxes, including selection of counsel and selection of a forum for suchcontest, provided, however, that in the event such audit or proceeding relates toTaxes for which Sellers are responsible and have agreed to indemnify Purchaserpursuant to Clause 10.1 hereof, (A) Purchaser and Sellers shall cooperate in theconduct of any audit or proceeding relating to such Taxes, (B) Sellers shall have theright to participate in such audit or proceeding at Sellers’ expense, (C) Purchasershall not enter into any agreement with the relevant taxing authority pertaining tosuch Taxes without the written consent of Sellers, which consent shall notunreasonably be withheld, and (D) Purchaser may, without the written consent ofSellers, enter into such an agreement provided that Purchaser shall have agreed inwriting to forego any indemnification under this Agreement with respect to such Taxes.In the event of any conflict between the provisions of this Clause 12.2 g. and anyother provision of this Agreement, the provisions of this Clause 12.2 g. shallcontrol.
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**13.** **Sellers’ Non-Competition** 13.1 On or before Closing Date, each of the Sellers shall have entered into separate, bindingnon-competition agreements with the Purchaser in the form of **Schedule 13**to this Agreement.Such non-competition agreements to extend from the Closing Date and until the fifth (5th)anniversary of the Closing Date (hereinafter, this period shall be referred to as “theNon-Competition Period”). 13.2 In the event that any of the Sellers breaches the aforementioned obligations during theNon-Competition Period, the Purchaser will have the right to recover from Sellers for eachbreach the greater of: (a) damages and losses arising from the breach; or (b) the amount of€5,000,000.00 (in words: five million euros). The Sellers expressly recognize the essentialnature of the non-competition and confidentiality obligation and compliance therewith for thePurchaser’s decision to enter into this Agreement. **14.** **Confidentiality** 14.1. Except for the press notices concerning the Transaction made in accordance with Clause 14.2(and only to the extent of the information disclosed in such notices) and the required filingswith the European Commission, the Parties agree to maintain this Agreement confidential, withregards to its object, terms, and conditions, and the documents and information resulting fromthis Agreement, such that the Parties shall not have the right to reveal any of their terms toany Person, other than such Persons forming part of its management bodies or seniormanagement, or those who participate professionally in this Transaction as legal, accounting,financial or other advisors, or unless required to disclose such information by any regulatorybody, inspector or supervisor, or due to any judicial ruling. 14.2. In the event of disclosure required by applicable law, the Party required to disclose shallinform the other Parties of the content of the information to be disclosed prior to itsdisclosure, and to the extent possible, shall comply with the reasonable requests which suchParties may make. The content of any press notices or promotional communications, whethercommercial or analogous, whatever might be the media for its disclosure, shall be agreed to inwriting by the Parties before its communication or disclosure. Specifically, the Partiesagree that Purchaser may file the Agreement with the Securities and Exchange Commission of theUnited Sates of America in Washington, D.C., United States of America, and such filings anddisclosure of information pertaining to such filings will not constitute a breach by thePurchaser of this Clause 14.
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**15.** **Actions After Closing** 15.1. After the Closing Date, Sellers will, without further cost or expense to Purchaser, executeand deliver to Purchaser (or cause to be executed and delivered to Purchaser), such additionalinstruments of conveyance, and Sellers shall take such other and further actions as Purchasermay reasonably request to complete the legal formalities necessary to sell, transfer, andassign to Purchaser and vest in Purchaser title to the Shares and to vest in the DME Portfolioassets necessary to conduct its business in future as it is currently being conducted. 15.2. As and to the extent Sellers shall have failed to obtain prior to Closing Date the consentor approval (or an effective waiver thereof) of any person or persons in respect of any itemdescribed in Clause 6.4 hereof, after the Closing Date: (a) the Parties will use their best efforts to obtain from such person or personsthe consents or approvals (or effective waivers thereof); and  (b) if the Parties are unable to obtain any such consent, approval, or waiver,then (1) this Agreement shall not constitute or be deemed to be a contract to assignthe same if an attempted assignment without such consent, approval, or waiver wouldconstitute a breach of such item or create in the issuer or any party thereto theright or power to cancel or terminate such item and (2) Sellers will cooperate withPurchaser in any reasonable arrangement designed to provide Purchaser with the benefitof Sellers’ rights under such item, including enforcement (at Purchaser’s expense) ofany and all rights of Sellers against such person as Purchaser may reasonably request.15.3. Sellers shall provide Purchaser and its subsidiaries with information and assistancenecessary to permit the Activities of the DME Group to continue during the transition periodafter Closing without interruption and without being adversely affected by the Transaction. **16.** **Bank Guarantee (“*****Aval a primer requerimiento*****”)** 16.1. Sellers’ First Demand Bank Guaranty a. All obligations of the Sellers pursuant to this Agreement shall be covered bythe First Demand Bank Guarantee (“*Aval a primer requerimiento*”), to be provided bySellers substantially in the form set out in **Schedule 16.1.**
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 b. “First Demand Bank Guarantee” means a guarantee delivered by a reputableinternational bank, reasonably acceptable to the Purchaser, to cover all obligationsof the Sellers pursuant to this Agreement. The First Demand Bank Guarantee shall beissued at the latest on the Closing Date and shall be limited to the amount of €39,000,000.00 (in words: Euro thirty nine million). The Guarantee shall beenforceable for a period of three years and three months from the Closing Date. If atsuch Date there are unresolved disputes between the Parties, the First Demand BankGuarantee will be extended, in the value of the dispute between the Parties, untilfinal resolution of the dispute between the Parties.16.2. Purchaser’s Bank Guaranty a. Obligations of the Purchaser pursuant to Clauses 7.5 and 7.6 of thisAgreement shall be covered by Purchaser’s Bank Guarantee, to be provided by Purchasersubstantially in the form set out in **Schedule 16.2.**  b. The Purchaser’s Bank Guarantee means a guarantee delivered by the Spanishbranch or subsidiary of a reputable international bank, reasonably acceptable to theSellers, to cover the obligations of the Purchaser pursuant to Clause 7.5 in thisAgreement. The Purchaser’s Bank Guarantee shall be issued at the latest on theSigning and shall be limited to the amount of € 10,000,000.00 (in words: Euro Tenmillion). The Purchaser’s Bank Guarantee shall be enforceable for a period of sixmonths from the Closing Date. If at such Date there are unresolved disputes betweenthe Parties, the Purchaser’s Bank Guarantee will be extended, in the value of thedispute between the Parties, until final resolution of the dispute between theParties. Sellers will return Purchaser’s Bank Guarantee to Purchaser (i) uponeffective transfer of shares; or (ii) one month after the Transaction is rejected bythe competent antitrus authorities, unless during that period Sellers have filed aclaim before competent courts of justice pursuant to Clause 18.2 for breach ofPurchaser’s obligation under clause 7.6 of this Agreement.**17.** **Miscellaneous** 17.1. Notices a) All notices or communications which the Parties must make under thisAgreement shall be made in writing, both in English and Spanish and shall
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   be delivered (i) by personal delivery with written confirmation of receipt by theother Party; (ii) by notaries service made by a Spanish notary; (iii) by burofax;(iv) by electronic mail (email) with a written copy sent by registered mail, or (v)by any other means which leaves certifiable evidence of its receipt Date by theaddressee(s).  b) Notices and communications among the Parties shall be delivered to theaddresses and to the attention of the persons indicated in **Schedule 17.1 (b)**of thisAgreement.  c) Any change to the addresses for notices shall be immediately communicated tothe other Parties in accordance with the rules set out in this Clause. Until a Partyreceives notice of a change of address from the other Parties, any notices sent to theprevious address shall be valid.17.2. Entire Agreement; Severability a) This Agreement contains the entire agreement among the Parties in regards tothe subject matter which constitutes its object, and supersedes all prior agreementsor prior pre-contractual undertakings, whether verbal or written, which could bind theParties in relation to this matter, including without limitation the Letter of Intentand the Term Sheet.  b) If any of the provisions of this Agreement were declared void or invalid,such declaration shall not affect the remaining provisions. The Parties shall befreed from all rights and obligations which derive from the provision declared void orinvalid, but only to the extent that these rights and obligations are directlyaffected by such voidance or invalidity. In this event, the Parties shall negotiatein good faith to substitute the void or invalid provision with another valid andeffective provision which sets out, to the extent possible, the original intention ofthe Parties.17.3. Amendments and Waivers a) This Agreement shall not be modified except by means of a written instrumentsigned by all Parties hereto containing an express and unequivocal
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   statement of the amendment agreed upon and explicitly referring to the provision tobe amended.  b) The failure by a Party to exercise any right under this Agreement shall notbe considered as a waiver of such right and shall not inhibit in any way thesubsequent exercise of such right by such Party.17.4. Expenses and Taxes   The expenses and Taxes resulting from the negotiation,formalization, execution, and Closing of this Agreement shall beborne by the Parties as indicated below: a) The notary fees related to the formalization this Agreement and the Closingshall be borne by Purchaser.  b) The filing fees related to the fulfillment of the Condition Precedent set outin Clause 5.1a) shall be borne by Purchaser.  c) The fees of advisors, auditors and other professionals shall be borne by theParty that in each case contracted such advisors.  d) The Taxes which result from the formalization, execution and Closing of thisAgreement shall be borne by the Parties as determined by law.17.5. Communication a) Except as required by law, no public announcements or press releasesconcerning the sale and transfer of the Shares shall be made by either Party withoutthe prior written consent of the other Party.  b) Purchaser and Sellers agree to use their best efforts to develop a jointcommunication plan and to cooperate fully in determining the location, time and mannerof disclosing the formation pertaining to the transactions contemplated by thisAgreement to customers, suppliers and employees.  c) Sellers shall not make any declarations to third parties, whether verbal orwritten, in public or in private, which would be expected to negatively 
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   affect the DME Portfolio, Purchaser or its subsidiaries or their respective employeesor operations.17.6. Assignment   The Parties shall not assign this Agreement or any part hereof without the written consentof the other Party hereto. Sellers, however, hereby consent to the total or partialassignment by Purchaser of this Agreement to any affiliate of TRW, under the condition thatPurchaser remain jointly and severally liable for any money payments to be made to Sellersunder this Agreement (and any of the Exhibits of this Agreement).   This Agreement shall be binding on and accrued to the benefit of the Sellers, their heirsand successors. **18.** **Governing Law and Jurisdiction** 18.1. This Agreement shall be governed and interpreted in accordance with the laws of the Kingdomof Spain. 18.2. The Parties expressly agree to submit all conflicts resulting from the execution orinterpretation of this Agreement to the courts and tribunals of the city of Madrid, withexpress waiver of their own forum, if they have a right to such other forum. **19.** **Language** 19.1. This Agreement shall be signed in both Spanish and English Language. In the event of aconflict between the Spanish and English Versions the terms of the Spanish version shallprevail.
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**Signatures Page**AGREEMENT FOR THE PURCHASE AND SALE OF SHARESIN THE DME GROUP**IN WITNESS WHEREOF**, the Parties execute this Agreement in one original counterpart forpurposes of formalizing it before a notary public at the place and date indicated at the top ofthis document.     **THE SELLERS**         Ms. Nuria Castellón García Mr. Luis Gras Tous            Signature Signature       Ms. Maria Luisa Gras Castellón Mr. José Ramón Sanz Pinedo            Signature Signature       **THE PURCHASER**         TRW Automotive Inc. Automotive Holdings (Spain), S.L.            Mr. Guenter Brenner Mr. Roderick McLaren  
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LIST OF SCHEDULES   Schedule I: Shares owned by the Sellers in the DME Group   Schedule II: Shares owned by DME in DME Portfolio   Schedule 1.1: Definitions   Schedule 2.1: Title of Shares   Schedule 4.2: Instructions to the Escrow Agent   Schedule 4.2.b): Payment Details   Schedule 4.3.d): Base-Line Net Book Value   Schedule 6.4 c): Form of certificate of compliance with obligationsduring the Interim Period   Schedule 6.4 d): Form of certificate of compliance with requirements ofthe articles of association for the transfer of Sharesof DME   Schedule 6.4 e): Form of certificate of validity of the Representationsand Warranties   Schedule 6.4.j): Letter related to the lease agreement   Schedule 7.2: Actions Prior to Closing   Schedule 8.1: Representations and Warranties of the Sellers   Schedule 9.1: Representations and Warranties of Purchaser   Schedule 13: Form of non-competition Agreements   Schedule 16.1: Form of Sellers’ First Demand Bank Guarantee   Schedule 16.2: Form of Purchaser’s Bank Guarantee   Schedule 17.1 (b): Notices
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**SCHEDULE 1.1**DEFINITIONS   **“Activities of the DMEGroup”:** Means the activities of DME Group as defined in Recital IV.   **“Adjustments”:** Means the adjustments to be done to the Purchase Price asdescribed in Clause 4.3.   **“Affected Company”** Has the meaning provided for in Clause 12.2   **“Agreement”:** Means this document with all the attachments, annexes andschedules thereto.   **“Auditor’s Report”:** Has the meaning provided for in Clause 4.3 a)   **“Auditors”:** Means the auditor referred to in Clause 4.3 a)   **“Bank”:** Means [first line bank operating in Spain to be determinedby the Parties before Closing] Bank.   **“Base-Line Net BookValue”:** Has the meaning set out in Clause 4.3 d)   **“Business Day”:** Means any day not a Saturday, Sunday or holiday (whether anational, regional or local holiday) in Madrid, Spain.   **“Closing”:** Means the time when the Shares are transferred and theother actions provided for in clause 6.4 are completed.   **“Closing Assets”:** Has the meaning provided in clause 4.3. a)   **“Closing Balance Sheet”:** Has the meaning provided in clause 4.3. a)   **“Closing Date”:** Means the date determined in accordance with the terms ofclause 6.1.
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   **“Closing FinancialStatements”** Means individual and consolidated financial statements ofthe DME Group companies prepared by the Company as of andfor the period ended on the Closing Date.   **“Closing Liabilities”:** Has the meaning provided in clause 4.3. a)   **“Closing Net BookValue”:** Is the figure resulting from the calculation pursuant toClause 4.3.e)   **“Conditions Precedent”:** Means the conditions precedent described in clause 5 ofthis Agreement.   **“Consolidated FinancialStatements”:** Means the consolidated balance sheet, consolidated profitand loss account, the consolidated notes to the financialstatements (“*memoria*”) of the DME Group on the ReferenceDate of the Financial Statements which are attached heretoas Annex 7.1 to **Schedule 8.1**.   **“ControlledSubsidiaries”:** Has the meaning described in Recital III (i)   **“Disclosure Annexes”:** Means each and every one of the Annexes to Schedule 8.1 inwhich the Sellers set out the exceptions to theRepresentations and Warranties.   **“DMB”:** Means the Brazilian company “DALPHI METAL BRASIL,L.T.D.A.”, registered at the Commercial Registry of Parana(Brasil), having its registered office at Rua MarechalDeodoro 630-17o Andar, Conjunto 1708 Curitiba, Estado doParana (Brasil), and holding Tax Identification Number(“CEP”) 80.010-912.   **“DME”:** Means the Spanish company “DALPHI METAL ESPAÑA, S.A.”,registered at the Commercial Registry of Madrid, at tome1,548, page M-28447, having its registered office at calleMártires Concepcionistas, 3, 28006 Madrid, and holding TaxIdentification Number (“*NIF*”) A-36610244.   **“DME Group”:** Has the meaning provided for in Recital III (ii)
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   **“DME Portfolio”:** Has the meaning as defined in Recital III   **“DME Shares”:** Means the 19.760 bearer shares in DME, each having a parvalue of € 30.05, representing the whole of the sharecapital of DME, numbered consecutively from 1 to 1 to19.760, both inclusive.   **“DMI”:** Means the Spanish company “DALPHI METAL INTERNACIONAL,S.A.”, registered at the Commercial Registry of Madrid, attome 1,584, , page M-29000, having its registered officeat calle Mártires Concepcionistas, 3, 28006 Madrid, andholding Tax Identification Number (“*NIF*”) A-36643997.   **“DMI Shares”:** Means the 60,000 nominative shares in DMI, each having apar value of €30.05, representing the whole of the sharecapital of DMI, numbered consecutively from 1 to 60,000,both inclusive.   **“DMP”:** Means the Portuguese company “DALPHI METAL PORTUGAL,S.A.”,registered at “Conservatoria do Registro Comercial de VilaNova de Cerveira”, with registration number 142/920413,having its registered office at Zona Industrial de VilaNova de Cerveira, Freguesia de Campos, Concelho de VilaNova de Cerveira (Portugal), and holding TaxIdentification Number 502764252.   **“DMP Shares”:** Means the 30,000 nominative shares in DMP, each having apar value of € 49.88, representing the whole of the sharecapital of DMP, numbered consecutively from 1 to 30,000,both inclusive.   **“DMS”:** Means the Spanish company “DALPHI METAL SEGURIDAD, S.A.”,registered at the Commercial Registry of Madrid, at tome10,214, page M-161626, having its registered office atcalle Mártires Concepcionistas, 3, 28006 Madrid, andholding Tax Identification Number (“*NIF*”) A-81300188.   **“DMS Shares”:** Means the 16,000 nominative shares in DMS, each
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     having a par value of€ 601.01, representing the whole of the sharecapital of DMS, numbered consecutively from 1 to 16,000,both inclusive.   **“DMT”:** Means the Tunisian company “DALPHI METAL TUNISIE,S.A.R.L.”, registered at the Commercial Registry of Túnez,at volume 67, Serie A, Case 254, having its registeredoffice at 38, Rue de Bône-ZI Ben arous-2013, Tunis, andholding Tax Identification Number (“Matricula Fiscal”)745173L.   **“Due Diligence”:** Has the meaning described in Clause 8.4.   **“Escrow Fund”:** Has the meaning described in Clause 4.2   **“First Demand BankGuarantee”** Means the Bank Guarantee foreseen in Clause 16.1   **“Individual FinancialStatements”:** Means, in respect of each of the companies in the DMEGroup, in each case, the balance sheet, profit and lossaccount, the notes to the financial statements (“*memoria*”)[and the management report] of each of the DME Portfolioon December 31, 2004 which are attached hereto as Annex6.1 to **Schedule 8.1**.   **“Intellectual orIndustrial PropertyRights”:** Means: (i) inventions, discoveries, processes, designs,techniques, developments, technology, and relatedimprovements, whether or not patentable;     (ii) patents, utility models and certificates ofinventorship for inventions and applications therefore,including reissues, renewals, re-examinations andextensions thereof;     (iii) industrial designs;     (iv) distinctive signs (under Spanish law) and trademarks(under European Community law and under the national lawsof other countries), trade dress, service marks, servicenames, trade names, brand names, logos or businesssymbols, whether registered or unregistered, and pendingapplications to register
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     the foregoing, includingextensions and renewals thereof and goodwill associatedtherewith;     (v) technical, scientific, and other know-how, tradesecrets, methods, processes, practices, formulas andtechniques, blueprints, industrial drawings, diagrams ofintegrated circuits, computer software programs andsoftware systems, including all databases, compilations,tool sets, compilers, higher level or “proprietary”languages, related documentation and materials, whether ininterpretive code, source code, object code or humanreadable form;     (vi) copyrights in writings, designs, software, mask worksor other works, whether registered or unregistered, andpending applications to register the same (including moralrights and other author’s rights, rights of publicity andprivacy, “name and likeness” rights and other similarrights);     (vii) domain names; and     (viii) any other analogous rights not indicated in thepreceding points in this definition.   **“Interim Period”:** Means the period of time between the Signing and theClosing Date.   **“Letter of Intent”** Means the letter of intent entered by the Parties on May10, 2005 before the Spanish Notary Mr. Segismundo ÁlvarezRoyo-Vilanova.   **“Loss” or “Losses”:** Means the damages and losses as defined in clause 10.   **“Material AdverseChange”:** Means any material adverse change, orany event, circumstance, condition or matter that hascaused or resulted in, or is reasonably likely to cause orresult in, a material adverse change, in the business,properties, results of operation, condition (financial orotherwise), assets or liabilities of the DME Portfoliotaken as a whole; provided, however, that Material AdverseChange shall not include any change resulting
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     from (i) announcement of the execution of this Agreement and thetransactions contemplated hereby or (ii) general economicor political conditions or other conditions affecting theindustry in which the DME Group operates.   **“Non-CompetitionAgreements”:** Means the agreements referred to in Clause 13.1.   **“Non-CompetitionPeriod”:** Means the time period determined in accordance with theclause 13.1.   **“Notice of Loss”:** Means any of the notices described in clause 12.1 a)   **“Ordinary Course ofBusiness”:** Means the acts or omissions of each of the companies inthe DME Group which satisfy each of the followingrequirements: