Common use of Purchaser Obligations Clause in Contracts

Purchaser Obligations. Purchaser hereby represents, warrants, and agrees that: 17.2.1 Notwithstanding anything in this Purchaser Contract to the contrary, no amounts otherwise payable to Purchaser under this Purchase Contract shall be due and payable if and to the extent such are prohibited, restricted, or limited by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (▇▇▇▇▇▇.▇▇▇) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a result of Trade Control Laws, the performance by ABB of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon as reasonably practicable, give written notice to the Pur- chaser of its inability to perform or fulfil such obligations. Once such notice has been received by the Pur- chaser, ABB shall, subject to mandatory provisions of Applicable Law, be entitled to either immediately suspend the performance of the affected obligation under the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be liable to the Purchaser for any costs, expenses or damages associated with such suspension or termination of the Purchaser Contract. 17.2.6 ABB goods, services, and/ or technology may be subject to trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/ or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/ authorizations of the competent US authorities. Purchaser must provide ABB with written no- ▇▇▇▇ of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a jurisdiction/ region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any time). Purchaser shall immediately notify ABB if it or any of its employees, officers, directors, affiliates, third parties engaged in connection with the Purchaser Contract and/or any of its customers or end-users becomes a Restricted Person. 17.2.8 Purchaser represents and warrants that the Digital Offerings shall not be installed, used, or applied in or in connection with (i) the design, production, use or storage of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABB. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Web portal: ▇▇▇.▇▇▇.▇▇▇/ integrity E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Mail: ABB Ltd, Legal & Integrity, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 17.2.11 Purchaser shall immediately notify ABB in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or this Clause by either the Purchaser, its affiliated parties or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of such notification or in the event that ABB otherwise has reason to believe that a potential or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the right to unilaterally terminate the Purchaser Contract with immediate effect. Any claims for payment by the Purchaser shall be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a result of any such violation, breach and/or termination of the Agreement. ABB may report such violation to relevant authorities as required by Applicable Integrity Laws.

Purchaser Obligations. (i) The Purchaser hereby representsundertakes, warrantsto the extent permitted by law, to use its reasonable best efforts to ensure satisfaction of the Regulatory Conditions (as applicable) as soon as reasonably practicable and, in any event, prior to the Long Stop Date. (ii) The Purchaser undertakes to use its reasonable best efforts to: (A) submit the draft EU Merger Regulation filing within fifteen (15) Business Days following the Original SPA Date and, as appropriate, formal filings to those Regulatory Authorities without pre-notification procedures promptly following the Original SPA Date; (B) avoid any declaration of incompleteness by any of the Regulatory Authorities or any other suspension for the time periods of clearance; (C) take steps to ensure satisfaction of the Regulatory Conditions (as applicable), including proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that the Regulatory Conditions (as applicable) are satisfied as soon as possible, and agrees that: 17.2.1 Notwithstanding anything in this Purchaser Contract any case, prior to the contraryLong Stop Date, no amounts otherwise payable with the relevant Regulatory Authority or Regulatory Authorities to effect, by agreement, order or otherwise, the sale, divestiture, licence, disposition, or any other restriction or limitation of any assets or businesses of the DivestCo Group; (D) procure that the Seller and the Seller Parent are given a reasonable opportunity to review and comment on drafts of any filings or other material documentation prior to their submission to any Regulatory Authority (it being acknowledged that certain such drafts and/or documents may be shared in redacted form or on a confidential outside counsel-to-counsel basis only) and to take account of any reasonable comments where such comments are not detrimental to the commercial interests of the Purchaser; (E) respond as soon as reasonably practicable to all inquiries received from any Regulatory Authority to which a filing has been made for additional information or documentation and to supplement such filings as requested by the relevant Regulatory Authority. The Purchaser under this Purchase Contract shall be due undertakes to use its reasonable best efforts to keep the Seller and payable if the Seller Parent informed of material contact with such Regulatory Authorities and to the extent such are prohibited, restricted, or limited permitted by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed law and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (▇▇▇▇▇▇.▇▇▇) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a result of Trade Control Laws, the performance by ABB of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon as reasonably practicable, give written notice provide the Seller and the Seller Parent with copies of all material relevant documentation in relation thereto (to the Pur- chaser extent such information relates to the Company) and allow the Seller and the Seller Parent the opportunity to participate in any calls or meetings of its inability to perform or fulfil such obligations. Once such notice has been received a non-administrative nature with any Regulatory Authority; (F) allow persons nominated by the Pur- chaserSeller and the Seller Parent to attend, ABB shallwhere permitted by the relevant Regulatory Authority, subject all in-person (or, if applicable, video or telephone conference) meetings with any Regulatory Authority and, where appropriate, to mandatory provisions make oral submissions at such meetings; and (G) notify the Seller and the Seller Parent promptly and in any event within one (1) Business Day after receipt of Applicable Laweach clearance or approval required to satisfy the Regulatory Conditions. (iii) For the avoidance of doubt and notwithstanding any other provision of this Agreement (including Clause 5.2(a)(ii)(C)), be entitled to either immediately suspend the performance of the affected obligation under nothing shall require the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be liable to the Purchaser for any costs, expenses or damages associated with such suspension or termination of the Purchaser Contract. 17.2.6 ABB goods, services, and/ or technology may be subject to trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/ or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/ authorizations of the competent US authorities. Purchaser must provide ABB with written no- ▇▇▇▇ of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a jurisdiction/ region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any time). Purchaser shall immediately notify ABB if it or any of its employees, officers, directors, affiliates, third parties engaged in connection with the Purchaser Contract and/or any of its customers or end-users becomes a Restricted Person. 17.2.8 Purchaser represents Affiliates (including KKR & Co. Inc. and warrants that the Digital Offerings shall not be installed, used, or applied in or in connection with (i) the design, production, use or storage of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABB. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Web portal: ▇▇▇.▇▇▇.▇▇▇/ integrity E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Mail: ABB Ltd, Legal & Integrity, ▇▇▇▇▇▇▇▇▇Kohlberg Kravis ▇▇▇▇▇▇▇ ▇▇& Co. L.P. (each, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 17.2.11 Purchaser shall immediately notify ABB in writing of “KKR”) and their respective Affiliates and any potential investment funds or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conductinvestment vehicles affiliated with, or this Clause by either the Purchasermanaged or advised by, its affiliated parties KKR or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of portfolio company or portfolio investment (as such notification or terms are commonly understood in the event that ABB otherwise has reason to believe that a potential private equity industry) of KKR or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the right to unilaterally terminate the Purchaser Contract with immediate effect. Any claims for payment by the Purchaser shall be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a result of any such violationinvestment fund or investment vehicle) to take, breach and/or termination of the Agreement. ABB may report such violation or agree to relevant authorities as required by Applicable Integrity Lawstake, any action with respect to itself or its Affiliates.

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser hereby represents, warrants, and agrees thatshall have the following obligations: 17.2.1 Notwithstanding anything in this Purchaser Contract (a) It shall be a condition precedent to the contraryobligations of the Company to include in a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, no amounts otherwise payable to Purchaser under this Purchase Contract the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be due reasonably required to effect a Registration of such Registrable Shares and payable if and to the extent shall execute such are prohibited, restricted, or limited by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (▇▇▇▇▇▇.▇▇▇) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided documents in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a result of Trade Control LawsRegistration Statement (which is intended to include Registrable Securities), the performance by ABB Company shall notify the Purchaser of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably practicable, give written notice to the Pur- chaser of its inability to perform or fulfil such obligations. Once such notice has been received requested by the Pur- chaser, ABB shall, subject to mandatory provisions of Applicable Law, be entitled to either immediately suspend the performance of the affected obligation under the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be liable to the Purchaser for any costs, expenses or damages associated with such suspension or termination of the Purchaser Contract. 17.2.6 ABB goods, services, and/ or technology may be subject to trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/ or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/ authorizations of the competent US authorities. Purchaser must provide ABB with written no- ▇▇▇▇ of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a jurisdiction/ region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any time). Purchaser shall immediately notify ABB if it or any of its employees, officers, directors, affiliates, third parties engaged Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser Contract and/or agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.2(h), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) and, if so directed by the Company, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements entered into by the Company; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and (iii) agrees to pay its customers or end-users becomes a Restricted Person.pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and 17.2.8 (e) The Purchaser represents agrees to comply with all applicable laws and warrants that the Digital Offerings shall not be installed, used, or applied in or regulations in connection with (i) the designany sale, production, use transfer or storage other disposition of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABBRegistrable Shares. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Web portal: ▇▇▇.▇▇▇.▇▇▇/ integrity E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Mail: ABB Ltd, Legal & Integrity, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 17.2.11 Purchaser shall immediately notify ABB in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or this Clause by either the Purchaser, its affiliated parties or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of such notification or in the event that ABB otherwise has reason to believe that a potential or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the right to unilaterally terminate the Purchaser Contract with immediate effect. Any claims for payment by the Purchaser shall be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a result of any such violation, breach and/or termination of the Agreement. ABB may report such violation to relevant authorities as required by Applicable Integrity Laws.

Purchaser Obligations. Purchaser hereby represents, warrants, and agrees that: 17.2.1 Notwithstanding anything in this Purchaser Contract to the contrary, no amounts otherwise payable to Purchaser under this Purchase Contract shall be due and payable if and to the extent such are prohibited, restricted, or limited by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (▇▇▇▇▇▇.▇▇▇) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a result of Trade Control Laws, the performance by ABB of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon as reasonably practicable, give written notice to the Pur- chaser of its inability to perform or fulfil such obligations. Once such notice has been received by the Pur- chaser, ABB shall, subject to mandatory provisions of Applicable Law, be entitled to either immediately suspend the performance of the affected obligation under the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be liable to the Purchaser for any costs, expenses or damages associated with such suspension or termination of the Purchaser Contract. 17.2.6 ABB goods, services, and/ or and/or technology may be subject to trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/ or and/or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/ licenses/authorizations of the competent US authorities. Purchaser must provide ABB with written no- ▇▇▇▇ of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a jurisdiction/ jurisdiction/region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any time). Purchaser shall immediately notify ABB if it or any of its employees, officers, directors, affiliates, third parties engaged in connection with the Purchaser Contract and/or any of its customers or end-users becomes a Restricted Person. 17.2.8 Purchaser represents and warrants that the Digital Offerings shall not be installed, used, or applied in or in connection with (i) the design, production, use or storage of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABB. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Web portal: ▇▇▇.▇▇▇.▇▇▇/ integrity /▇▇▇▇▇▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Mail: ABB Ltd, Legal & Integrity, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 17.2.11 Purchaser shall immediately notify ABB in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or this Clause by either the Purchaser, its affiliated parties or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of such notification or in the event that ABB otherwise has reason to believe that a potential or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the right to unilaterally terminate the Purchaser Contract with immediate effect. Any claims for payment by the Purchaser shall be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a result of any such violation, breach and/or termination of the Agreement. ABB may report such violation to relevant authorities as required by Applicable Integrity Laws.

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser hereby represents, warrants, and agrees thatshall have the following obligations: 17.2.1 Notwithstanding anything in this Purchaser Contract (a) It shall be a condition precedent to the contraryobligations of the Company to include in a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, no amounts otherwise payable to Purchaser under this Purchase Contract the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be due reasonably required to effect a Registration of such Registrable Shares and payable if and to the extent shall execute such are prohibited, restricted, or limited by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (▇▇▇▇▇▇.▇▇▇) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided documents in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a result of Trade Control LawsRegistration Statement (which is intended to include Registrable Securities), the performance by ABB Company shall notify the Purchaser of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably practicable, give written notice to the Pur- chaser of its inability to perform or fulfil such obligations. Once such notice has been received requested by the Pur- chaser, ABB shall, subject to mandatory provisions of Applicable Law, be entitled to either immediately suspend the performance of the affected obligation under the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be liable to the Purchaser for any costs, expenses or damages associated with such suspension or termination of the Purchaser Contract. 17.2.6 ABB goods, services, and/ or technology may be subject to trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/ or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/ authorizations of the competent US authorities. Purchaser must provide ABB with written no- ▇▇▇▇ of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a jurisdiction/ region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any time). Purchaser shall immediately notify ABB if it or any of its employees, officers, directors, affiliates, third parties engaged Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser Contract and/or agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.2(g), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(g) and, if so directed by the Company, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements entered into by the Company; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and (iii) agrees to pay its customers or end-users becomes a Restricted Person.pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and 17.2.8 (e) The Purchaser represents agrees to comply with all applicable laws and warrants that the Digital Offerings shall not be installed, used, or applied in or regulations in connection with (i) the designany sale, production, use transfer or storage other disposition of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABBRegistrable Shares. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Web portal: ▇▇▇.▇▇▇.▇▇▇/ integrity E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇▇ Mail: ABB Ltd, Legal & Integrity, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ 17.2.11 Purchaser shall immediately notify ABB in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or this Clause by either the Purchaser, its affiliated parties or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of such notification or in the event that ABB otherwise has reason to believe that a potential or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the right to unilaterally terminate the Purchaser Contract with immediate effect. Any claims for payment by the Purchaser shall be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a result of any such violation, breach and/or termination of the Agreement. ABB may report such violation to relevant authorities as required by Applicable Integrity Laws.