SHARE AND ASSET PURCHASE AGREEMENT by and between The Goodyear Tire & Rubber Company and THE Yokohama Rubber Company, Limited Dated as of July 22, 2024

 

 

SHARE AND ASSET PURCHASE AGREEMENT

by and between

The Goodyear Tire & Rubber Company

and

THE Yokohama Rubber Company, Limited

Dated as of July 22, 2024

 

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TABLE OF CONTENTS

 

Article I DEFINITIONS AND TERMS		1
Section 1.1	Certain Definitions	1
Section 1.2	Other Terms	32
Article II PURCHASE AND SALE OF THE BUSINESS		32
Section 2.1	Purchase and Sale of the Shares	32
Section 2.2	Purchase and Sale of Assets	32
Section 2.3	Excluded Assets	34
Section 2.4	Assumption of Liabilities	36
Section 2.5	Excluded Liabilities	36
Section 2.6	Purchase Price	36
Section 2.7	Purchase Price Adjustment	36
Section 2.8	Closing	40
Section 2.9	Deliveries by Buyer	40
Section 2.10	Deliveries by Seller	41
Section 2.11	Nonassignability of Assets	42
Section 2.12	Affiliate Acquisitions	43
Section 2.13	Allocation of the Purchase Price	43
Section 2.14	Withholding Taxes	44
Section 2.15	Local Transfer Documents	45
Section 2.16	Certain Consultation Processes.	45
Article III REPRESENTATIONS AND WARRANTIES OF SELLER		49
Section 3.1	Organization, Good Standing and Qualification	49
Section 3.2	Subsidiaries	49
Section 3.3	Authority; Approval	50
Section 3.4	Governmental Filings; No Violations	50
Section 3.5	Financial Statements	51
Section 3.6	Absence of Certain Changes.	52
Section 3.7	Litigation; Investigations	53
Section 3.8	Employee Benefits	53
Section 3.9	Labor Matters.	55
Section 3.10	Compliance with Laws; Permits	56
Section 3.11	Anti-Corruption, Sanctions and Export Controls	57
Section 3.12	Material Contracts	57
Section 3.13	Title; Sufficiency of Assets	59
Section 3.14	Real Property	60
Section 3.15	Environmental Matters	61
Section 3.16	Taxes	62
Section 3.17	Intellectual Property	64
Section 3.18	Insurance	67
Section 3.19	Brokers and Finders	67
Section 3.20	Affiliate and Intercompany Transactions	67
Section 3.21	Products	67

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Section 3.22	Customers and Suppliers	68
Section 3.23	No Other Representations or Warranties	68
Article IV REPRESENTATIONS AND WARRANTIES OF BUYER		69
Section 4.1	Organization, Good Standing and Qualification	69
Section 4.2	Authority; Approval	69
Section 4.3	Governmental Filings; No Violations	70
Section 4.4	Litigation	70
Section 4.5	Availability of Funds	70
Section 4.6	Solvency	70
Section 4.7	Investment Intent	71
Section 4.8	Investigation	71
Section 4.9	Brokers and Finders	71
Section 4.10	Condition of the Transferred Assets	71
Section 4.11	Pending Transactions	72
Section 4.12	No Other Representations or Warranties	72
Article V COVENANTS		72
Section 5.1	Interim Operations of the Business	72
Section 5.2	Access and Information	76
Section 5.3	Cooperation and Efforts to Consummate Transaction; Status Updates	78
Section 5.4	Regulatory Filings/Approvals	79
Section 5.5	Third-Party Consents	82
Section 5.6	Tax Matters	83
Section 5.7	Post-Closing Obligations of the Business to Certain Employees	88
Section 5.8	Insurance	96
Section 5.9	Non-Solicitation	97
Section 5.10	Non-Competition	97
Section 5.11	Further Assurances	99
Section 5.12	Confidentiality	99
Section 5.13	Publicity	100
Section 5.14	Retained Names	101
Section 5.15	Payments to and from Third Parties	101
Section 5.16	Wrong Pockets	102
Section 5.17	Mail and Other Communications	103
Section 5.18	Commingled Contracts	103
Section 5.19	Commingled Permits	104
Section 5.20	Intercompany Arrangements	104
Section 5.21	RWI	104
Section 5.22	Release	105
Section 5.23	Business Guarantees	105
Section 5.24	D&O Indemnification	106
Section 5.25	Release of Encumbrances	108
Section 5.26	Transition Planning; Data Migration	108
Section 5.27	Site Services Agreement	108
Section 5.28	Product Supply Agreement Costing Schedule	109

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Article VI CONDITIONS TO CLOSING		110
Section 6.1	Conditions to Each Party’s Obligation to Consummate the Transaction	110
Section 6.2	Conditions to Obligations of Buyer	110
Section 6.3	Conditions to Obligations of Seller to Consummate the Transaction	111
Section 6.4	Frustration of Closing Conditions	112
Article VII Indemnification		112
Section 7.1	No Survival; RWI	112
Section 7.2	Indemnification by Seller	113
Section 7.3	Indemnification by Buyer	114
Section 7.4	Claim Procedures	114
Section 7.5	Losses and Recoveries	116
Section 7.6	Payments	118
Section 7.7	Minimizing and Mitigating Losses	118
Section 7.8	Exclusive Remedies and No Rights Against Nonparties	118
Article VIII TERMINATION		119
Section 8.1	Termination	119
Section 8.2	Effect of Termination	120
Section 8.3	Termination Fee	120
Article IX MISCELLANEOUS		122
Section 9.1	Notices	122
Section 9.2	Amendment; Waiver	123
Section 9.3	Successors and Assigns	124
Section 9.4	Third-Party Beneficiaries; Parties in Interest	124
Section 9.5	Expenses	124
Section 9.6	Bulk Sales	124
Section 9.7	Entire Agreement	125
Section 9.8	Fulfillment of Obligations	125
Section 9.9	Governing Law and Venue; Waiver of Jury Trial; Specific Performance	125
Section 9.10	Counterparts	126
Section 9.11	Interpretation; Construction	126
Section 9.12	Severability	128
Section 9.13	Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege	128
Section 9.14	Obligations of Buyer and of Seller	130

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EXHIBITS

Exhibit A – Accounting Principles

Exhibit B – Form of Transition Services Agreement
Exhibit C – Form of Product Supply Agreement

Exhibit D – Form of Trademark License and Assignment Agreement

Exhibit E – Form of Patent and Know How Agreement

Exhibit F – Site Services Agreement Term Sheet

Exhibit G – Form of Texas Lease Agreement

Exhibit H – Form of Assignment and Assumption Agreement

Exhibit I – Form of Bill of Sale

Exhibit J – Reference Balance Sheet

Exhibit K-1 – Form of French Put Option Agreement

Exhibit K-2 – Form of Italian Put and Call Option Agreement

Exhibit K-3 – Form of Netherlands Put Option Agreement

Exhibit K-4 – Form of Swedish Put Option Agreement

Exhibit L – Form of Technology Services Agreement

Exhibit M – Purchase Price Allocation Principles

 

APPENDIX

 

Appendix A – Baseline Site-Level Costs

 

SCHEDULES

 

Seller Disclosure Letter

 

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SHARE AND ASSET PURCHASE AGREEMENT

THIS SHARE AND ASSET PURCHASE AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of July 22, 2024 (the “Execution Date”), is made by and between The Yokohama Rubber Company, Limited, a kabushiki kaisha incorporated under the laws of Japan (“Buyer”), and The Goodyear Tire & Rubber Company, an Ohio corporation (“Seller”). All of the signatories to this Agreement are collectively referred to as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, Seller and certain of its Subsidiaries are engaged in the Business;

WHEREAS, Seller owns, directly or indirectly, the Transferred Assets and 100 percent of the Transferred Subsidiary Shares;

WHEREAS, Seller desires to sell (and the applicable Seller Entities have agreed to sell), and Buyer desires to purchase the Transferred Assets and the Transferred Subsidiary Shares, and Buyer is willing to assume the Assumed Liabilities, in each case upon the terms and subject to the conditions set forth herein; and

WHEREAS, in connection with the Closing, Seller, Buyer, or an Affiliate of Seller or Buyer, as applicable, will enter into the Ancillary Agreements, each to be dated as of the Closing Date.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

Article I

DEFINITIONS AND TERMS

Section 1.1 Certain Definitions. As used in this Agreement, the following terms have the meanings set forth in this Section 1.1, or the meaning ascribed to it in the Section or other provision of this Agreement specified opposite thereto, as applicable:

“Accountant” has the meaning set forth in Section 2.7(b)(iv).

“Accounting Principles” means the accounting principles, practices, assumptions, conventions, methods and policies set forth on Exhibit A.

“Accrued Income Taxes” means, without duplication, an amount (determined on a jurisdiction-by-jurisdiction basis with the amount for each jurisdiction not being less than zero) equal to the aggregate amount of any accrued but unpaid income Taxes of the Transferred Subsidiaries for any Pre-Closing Period; provided, however, that for purposes of computing Accrued Income Taxes, Liability shall (a) be determined on a basis consistent with past practice in the jurisdictions where the Transferred Subsidiaries file Tax Returns, (b) take into account any overpayments of income Taxes (and any applicable prepayments or estimated payments of

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income Taxes) of the Transferred Subsidiaries for any Pre-Closing Period, (c) include only income Taxes for which a Transferred Subsidiary itself is considered the entity that is primarily responsible for the payment of the Tax, (d) exclude all deferred Tax assets and liabilities, and (e) in the case of income Taxes of any Transferred Subsidiary that are payable with respect to a Straddle Period, be determined in accordance with Section 5.6(d).

“Action” means any action, suit, claim, complaint, litigation, investigation, audit, proceeding, arbitration, or other similar dispute, or alternative dispute resolution or formal legal proceeding, hearing, request, inquiry or examination commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or any arbitral body.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made (for purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, direct or indirect, of (a) 50% or more of the equity interests of such Person or (b) the power, through one or more intermediaries, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise); provided that none of TireHub, LLC (f/k/a Hawk Newco, LLC) or any of its Subsidiaries shall be considered an Affiliate of Seller or any of its Subsidiaries for any purposes under this Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Amended and Restated First Lien Credit Agreement” means the Amended and Restated First Lien Credit Agreement dated as of June 7, 2021, as amended as of September 15, 2022, among the Seller (as borrower), certain financial institutions (as lenders and the issuing banks) and JPMorgan Chase Bank, N.A.

“Ancillary Agreements” means the Product Supply Agreement, the Transition Services Agreement, the Site Services Agreement, the Trademark License and Assignment Agreement, the Patent and Know How Agreement, the Intellectual Property Assignment Agreements, the Assignment and Assumption Agreement, the Bill of Sale, the Put Option Agreements, the Texas Lease Agreement, Technology Services Agreement, the Australian Share Transfer Deed and the other Local Transfer Documents.

“Antitrust Law” means all U.S. and non-U.S. antitrust, competition or other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including the ▇▇▇▇▇▇▇ Antitrust Act of 1890, the ▇▇▇▇▇▇▇ Act of 1914 and the HSR Act.

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“Applicable Delayed Transfer Date” has the meaning set forth in Section 2.15(c).

“Applicable Employees” means all of the following:

“Archived Records” has the meaning set forth in Section 5.2(c)(i).

“Assigned Leases” means all real property leases set forth on Section 2.2(f) of the Seller Disclosure Letter.

“Assignment and Assumption Agreement” means the assignment and assumption agreement in the form attached hereto as Exhibit H .

“Assumed Liabilities” means, without duplication and except as otherwise contemplated by or provided in this Agreement or the other Transaction Documents, all Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or in connection with the Business or the Transferred Assets, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, determined or undeterminable, whether arising prior to, on or after the Closing, including:

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provided, however, that, notwithstanding anything to the contrary in this Agreement, the Assumed Liabilities shall not include any of the following (clauses (i) through (x), the “Liability Exceptions”):

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“Assumed Plans” means the Benefit Plans set forth on Section 3.8(a) of the Seller Disclosure Letter and which are identified as “Assumed Plans” therein.

“Australian Consolidated Tax Group” means the consolidated group within the meaning of section 703-5 of the ITAA 1997 of which Goodyear Australia and the Australian Subsidiary (amongst others) are members (within the meaning of section 703-15 of the ITAA 1997).

“Australian Deed of Cross Guarantee” means the deed of cross guarantee dated December 15, 2008 between (amongst others) Goodyear Australia and the Australian Subsidiary.

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“Australian GST Group” means the goods and services tax group pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) of which Goodyear Australia and the Australian Subsidiary (amongst others) are members.

“Australian Head Company” means the head company (as that term is defined in section 995-1 of the ITAA 1997) of the Australian Consolidated Tax Group.

“Australian Share Transfer Deed” means a share transfer deed for (a) the transfer of shares in the Australian Subsidiary from Goodyear Australia to the Buyer or its Affiliate, (b) the removal of the Australian Subsidiary from the Australian Deed of Cross Guarantee, (c) the removal of the Australian Subsidiary from the Australian GST Group, (d) the removal of the Australian Subsidiary from the Australian Consolidated Tax Group and (e) Australian non-resident capital gains tax withholding requirements.

“Australian Subsidiary” means Goodyear Earthmover Pty Limited (ACN 008 581 351), a company incorporated under the laws of ACT, Australia.

“Automatic Transfer Employees” has the meaning set forth in the definition of Transferred Employees.

“Available Insurance Policies” means all Insurance Policies (excluding Benefit Plans and any captive or self-insurance programs) issued by unaffiliated third parties that (a) are in effect immediately prior to the Closing, (b) are owned or held by or issued in favor of Seller or any of its Subsidiaries (other than the Transferred Subsidiaries), (c) cover the Business (or any part thereof) or any of the Transferred Assets (or any part thereof) and (d) allow for the making of claims following the Closing based on events or circumstances occurring or existing prior to the Closing.

“Bankruptcy and Equity Exception” has the meaning set forth in Section 3.3.

“Base Purchase Price” means $905,000,000.

“Benefit Plans” means any plan, program, policy, practice, Contract or arrangement, whether written or unwritten, providing benefits or compensation (including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA, and any “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not such plans are actually subject to ERISA), and any other bonus, incentive, deferred compensation, vacation, insurance, supplemental unemployment, retention, stock purchase, stock option or other equity-related award, severance, employment, consulting, change of control or fringe benefit plan, Contract, policy, practice, arrangement or other obligation), in each case, (a) which is sponsored or maintained, contributed to or required to be contributed to, by or on behalf of Seller or any of its Affiliates with respect to any Employee or any beneficiary or dependent thereof; (b) to which Seller or any of its Affiliates is party with respect to any Employee or any beneficiary or dependent thereof; (c) with respect to which Seller or any of its Affiliates has any liability (including contingent liability) with respect to any Employee or any beneficiary or dependent thereof; (d) in which any Employee or any beneficiary or dependent thereof participates or is a party; or (e) with respect to which any potential liability is borne by a Transferred Subsidiary,

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excluding, in each case, any plans administered or provided by a Governmental Entity pursuant to applicable Law.

“Bill of Sale” means the bill of sale in the form attached hereto as Exhibit I .

“Books and Records” means all books (including books of account), ledgers, files, reports, plans, records, manuals, documents relating to the Transferred Patents and Transferred Trademarks (including, as applicable, invention disclosure documents, copies of executed assignment agreements, file wrappers and evidence of use), and other materials (in any form or medium) Related to the Business (including invoices, shipping records, customer lists, supplier lists, distributor lists, mailing lists, sales, marketing and promotional literature, environmental data and records), but excluding any such items to the extent (a) they are included in or primarily related to any Excluded Assets or Excluded Liabilities, (b) any applicable Law prohibits their Transfer or (c) any Transfer thereof otherwise would subject Seller or any Seller Entity to any material liability.

“Burdensome Action” has the meaning set forth in Section 5.4(c)(v).

“Business” means the business of designing, manufacturing, selling, distributing and servicing OTR Tire Products for surface mining, underground mining, construction and quarry, and port and industrial end-customers, in each case, as conducted by the Seller Entities and Transferred Subsidiaries, immediately prior to Closing (or, in the case of the use of the term “Business” in representations and warranties made as of a date prior to Closing and covenants that apply prior to the Closing, as of the Execution Date); provided, however, that the Business shall not include (a) the design, manufacture, distribution, sale and servicing of tires under the “Dunlop” brand or any similar brands derived therefrom, (b) Seller’s “Commercial Tire & Service Center” business and (c) the manufacture, distribution, sale and servicing of those tires provided in Section 1.1(c) of the Seller Disclosure Letter, in each case, as conducted by the Seller Entities immediately prior to Closing (or, in the case of the use of the term “Business” in representations and warranties made as of a date prior to Closing and covenants that apply prior to the Closing, as of the Execution Date).

“Business Data” means all data maintained by or on behalf of the Seller or its applicable Affiliates in connection with the Business, whether or not in electronic form.

“Business Day” means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday, a Sunday or a day on which banks in the City of New York or in Tokyo, Japan are authorized or obligated by Law or executive order to remain closed.

“Business Guarantees” means any guarantee, indemnity, contribution, credit support, letters of credit, letters of comfort, surety, bonds, security deposits or similar arrangements issued by or on behalf of Seller or any Seller Entity in order to support the Business or any Transferred Subsidiaries, which, for the avoidance of doubt, shall include the Specified Business Guarantees, in each case, whether arising from Contract, Permit, operation of Law or otherwise.

“Business IT Assets” means any and all IT Assets that are owned, used or held for use by Seller or its applicable Affiliates in connection with the Business.

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“Business Permits” has the meaning set forth in Section 3.10.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Ancillary Counterparty” means any Affiliate of Buyer contemplated to be a party to an Ancillary Agreement.

“Buyer Incentive Award” has the meaning set forth in Section 5.7(b)(vii).

“Buyer Indemnified Parties” has the meaning set forth in Section 7.2.

“Buyer Material Adverse Effect” means any Change that would, individually or in the aggregate with any other Changes, materially delay or materially impede the ability of Buyer to perform its obligations under this Agreement or consummate the Transactions.

“Buyer Plans” has the meaning set forth in Section 5.7(b)(i).

“Buyer Prepared Pre-Closing Separate Tax Return” has the meaning set forth in Section 5.6(b)(i).

“Buyer Termination Fee” has the meaning set forth in Section 8.3(a)(iv).

“Cash” means all cash and cash equivalents, bank deposits, investment accounts, certificates of deposit, marketable securities in other Persons and treasury bills having a maturity of less than 90 days as of the Closing Date (other than Restricted Cash and, for the avoidance of doubt, the rights and interests in and to any cash needed to pay outstanding checks, held checks or any other drafts issued with respect to any bank accounts, which rights or interests are included as Transferred Assets or in the name of any Transferred Subsidiary). Cash shall be increased for any outstanding deposits in transit as of the date of the applicable determination hereunder so long as the corresponding credit entry is also reflected in the accounting records of the Business.

“Change” means any fact, condition, change, occurrence, event, development or effect.

“Chosen Courts” has the meaning set forth in Section 9.9(b).

“Claim Notice” has the meaning set forth in Section 7.4(a).

“Closing” has the meaning set forth in Section 2.8.

“Closing Cash” means Cash of the Transferred Subsidiaries as of immediately prior to the Closing.

“Closing Date” has the meaning set forth in Section 2.8.

“Closing Indebtedness” means (a) the aggregate of all Indebtedness of the Transferred Subsidiaries, (b) all Indebtedness that is secured by an Encumbrance (other than any Permitted Encumbrance) on any of the Transferred Assets (not to exceed the fair market value of

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such Transferred Assets), and (c) all Indebtedness arising out of a Transferred Contract, in each case, as of immediately prior to the Closing.

“Closing Net Cash” means an amount (which may be positive or negative) equal to (a) Closing Cash less (b) Closing Indebtedness.

“Closing Working Capital” means an amount (which may be positive or negative) equal to the Current Assets minus the Current Liabilities.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Code” means the Internal Revenue Code of 1986.

“Combined Tax Return” has the meaning set forth in Section 5.6(b)(i).

“Commingled Contracts” means the Contracts (including Contracts with customers and suppliers) to which Seller and/or its Affiliates are party that are related to both the Business and other businesses of Seller. “Commingled Contracts” shall include any Contracts between the Seller and/or its Affiliates, on the one hand, and product or service supplier, provider, vendor, contractor, or subcontractor, on the other hand, that both (a) serve or are otherwise related to the PSA Sites and (b) serve or are otherwise related to the Japan Plant and the Canada Retreading Site (as such terms are defined in the Seller Disclosure Letter) (including, for the avoidance of doubt, such Contracts that are Related to the Business).

“Commingled Permit” means the Permits that should be set forth in Section 3.10(a) of the Seller Disclosure Letter that relate to both the Business and the other businesses of Seller or its Affiliates.

“Competing Business” has the meaning set forth in Section 5.10(a).

“Confidential Information” means any information to the extent relating to the business, financial or other affairs (including future plans and targets) of the Business, the Transferred Assets, the Assumed Liabilities or the Employees; provided, however, that “Confidential Information” will not include any information that (a) is or becomes (other than as a result of disclosure by Seller in violation of this Agreement) generally available to, or known by, the public, (b) is independently developed by Seller or any of its Affiliates without use of or reference to information that would be “Confidential Information” but for the exclusions set forth in this proviso or (c) is received by Seller or any of its Affiliates from a third party not known by Seller after reasonable inquiry to be bound by a duty of confidentiality to the Business with respect to such information.

“Confidentiality Agreement” means the Confidentiality Agreement, dated as of January 29, 2024, between Buyer and Seller.

“Consent” means any consent, license, permit, waiver, approval, authorization or order of, or filing or registration with, or notification to, any Person that is not a Governmental Entity or Seller, Buyer or any Affiliate thereof.

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“Consultation Employees” means, as of any determination time, the French Employees, the Italian Employees, the Netherlands Employees and the Swedish Employees.

“Contract” means any binding agreement, undertaking, lease, sublease, purchase or sale order, license, contract, note, mortgage, indenture, arrangement, or other obligation, understanding or commitment, including any amendment or modifications made thereto.

“Copyrights” has the meaning set forth in the “Intellectual Property” definition.

“Corporate Identity” has the meaning set forth in Section 5.14.

“Costing Principle” has the meaning set forth in Section 5.28(c).

“Costing Schedule” has the meaning set forth in Section 5.28(c).

“COVID-19” means the COVID-19 or SARS-Cov-2 virus (or any mutation or variation thereof).

“COVID-19 Measures” means any public health response, quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, limitation on gathering, shutdown, business or other closure or sequester order or similar restriction, guideline or recommendation, or official interpretation thereof, of any Governmental Entity or industry group or as required by any applicable Law, in each case, in connection with or in response to COVID-19.

“Current Assets” means the current assets of the Transferred Subsidiaries and the current assets of the Business that are Transferred Assets that are included as line items under the heading “Net Working Capital” on the face of the Reference Balance Sheet, as determined in accordance with the Accounting Principles, excluding (a) any assets that would be Excluded Assets, (b) Cash and Restricted Cash and (c) any income Tax assets and any deferred Tax assets.

“Current Employment Terms” means, for any Employee: (a) salary (or wages) no less than the salary (or wages) provided to such Employee immediately prior to the Closing Date, (b) incentive compensation opportunities (excluding equity-based opportunities) that are no less favorable than such incentive compensation opportunities provided to such Employee immediately prior to the Closing Date, (c) employee benefits (other than termination and/or severance benefits or benefits pursuant to non-qualified deferred compensation plans, defined benefit pension plans and post-employment medical and insurance plans, unless required by applicable Law) that are no less favorable than either (x) those provided to such Employee immediately prior to the Closing Date or (y) those provided to comparable employees of Buyer or one of its Affiliates, and (d) termination and/or severance benefits that are no less favorable than those provided under the termination or severance plan, policy or practice applicable to such Employee immediately prior to the Closing Date, if any, or as required by applicable Law, if such terms are more favorable; provided, that, “Current Employment Terms” shall mean the employment terms provided to such Employee immediately prior to the Closing Date where required by applicable Law or where failure to maintain the employment terms provided immediately prior to the Closing Date would entitle such Employee to termination benefits under applicable Law.

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“Current Liabilities” means the current liabilities of the Business that are Assumed Liabilities and are included as line items under the heading “Net Working Capital” on the face of the Reference Balance Sheet, as determined in accordance with the Accounting Principles, excluding (a) any liabilities that would be Excluded Liabilities, (b) any income Tax liabilities, (c) any deferred Tax Liabilities and (d) any amounts included in Indebtedness.

“D&O Indemnified Person” has the meaning set forth in Section 5.24(a).

“Designated Person” has the meaning set forth in Section 9.13(a).

“Disputed Items” has the meaning set forth in Section 2.7(b)(iv).

“Employee Representative” means any union, works council or other employee representative body (including European Works Councils) representing any Transferred Employee.

“Employees” means all employees, independent contractors, advisors and other service providers of the Business as of the Closing Date, in each case, who are natural persons, including those who are on a leave of absence as of the Closing, who, prior to Closing, devoted 50% or more of their time, at any point during the last 12 months (or such shorter period as they have worked for the Business), to the Business, or who have provided substantial services to the Business during such time period as reasonably determined by Seller, but excluding any such employees, independent contractors, advisors and other service providers located at the PSA Sites other than those that provide research and development services at the PSA Sites, who, for the avoidance of doubt, shall be considered “Employees” for purposes of this Agreement.

“Encumbrance” means any lien, charge, pledge, security interest, claim, mortgage, hypothecation, deed of trust, lease, sublease, license, sublicense, right-of-way, servitude, easement, encroachment, option to purchase, right of first refusal, right of first offer, restrictions on ownership, use or transfer or other encumbrance of any kind.

“Environmental Law” means any Law and other provisions having the force and effect of Law, all Orders, directives and determinations, in each case, concerning pollution, protection of the environment, including all those relating to the presence, use, production, manufacture, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of, or exposure to, any Hazardous Substance, or occupational health and safety as it relates to Hazardous Substance exposure, as previously or now in effect.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Estimated Adjustment Amount” means the amount, which may be positive or negative, equal to (a) the Estimated Closing Working Capital minus the Target Working Capital plus (b) Estimated Net Cash.

“Estimated Closing Statement” means a written statement delivered pursuant to Section 2.7(a)(i) setting forth Seller’s good-faith calculations of the Estimated Adjustment Amount and the Estimated Purchase Price that shall take into account, and set forth as separate

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line items all items establishing the basis for such calculations, including (a) a good-faith calculation of (i) the Estimated Closing Working Capital (and good-faith estimates of the line items comprising the Current Assets and Current Liabilities), in each case as of immediately prior to the Closing (which shall be prepared in accordance with the Accounting Principles and in a format as set forth in Exhibit J) and (ii) Seller’s estimate of Closing Net Cash (such estimate, “Estimated Net Cash”), and (b) the calculation of the Estimated Purchase Price as a result of the estimates described in the foregoing clause (a).

“Estimated Closing Working Capital” means the estimate of the Closing Working Capital set forth in the Estimated Closing Statement (as the same may be updated and redelivered in accordance with Section 2.7(a)(ii)).

“Estimated Net Cash” has the meaning set forth in the “Estimated Closing Statement” definition.

“Estimated Purchase Price” means the Base Purchase Price plus the Estimated Adjustment Amount (which may be a negative number).

“EU” means the European Union.

“European Works Council” means the Representatives’ Steering Group, as liaison to the Goodyear European Information and Communication Forum.

“Excluded Assets” has the meaning set forth in Section 2.3.

“Excluded Books and Records” means (a) all records to the extent related to Taxes or accounting (other than those records related to Taxes or accounting relating solely to the Business, the Transferred Subsidiaries or the Transferred Assets), (b) all records relating to the employees of Seller or any of the Seller Entities other than, to the extent permitted by applicable Law, the Transferred Employees, including personnel, employment and medical records, provided, that Seller shall retain copies of any records relating to the Transferred Employees, (c) all records to the extent relating to or used in the business of Seller and not Related to the Business, (d) subject to Section 2.11, any documents, papers, and other records the confidentiality of which is protected, or the transfer of which is prohibited, by applicable Law; (e) any documents, papers and other records (including any minutes or summaries of executive meetings and strategy papers) to the extent relating to evaluating, negotiating or implementing the Transaction (or the sales process relating to the potential sale of the Business) and (f) the corporate charter, seal, minute books, stock record books and other similar documents relating to the organization, maintenance and existence of Seller and its Subsidiaries (other than the Transferred Subsidiaries).

“Excluded Liabilities” means all Liabilities of Seller and its Affiliates (excluding, for the avoidance of doubt, the Transferred Subsidiaries) of any nature whatsoever, that are not Assumed Liabilities, whether accrued, fixed, absolute, contingent, matured, unmatured, determined, determinable or otherwise, whether known or unknown, whenever or however arising. For the avoidance of doubt, Excluded Liabilities shall include the Liability Exceptions. For purposes of this definition, references to “Seller” or any “Affiliate” of the foregoing shall be deemed to include any of their respective predecessors and any Person with

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respect to which the Seller or its respective Affiliates is a successor-in-interest (including by operation of Law, merger, liquidation, consolidation, assignment, assumption or otherwise).

“Excluded Seller Leased Property” means those assets or rights not included in the Transferred Assets that are to be leased, licensed or otherwise provided by Seller and/or any of its Affiliates to Buyer and/or any of its Affiliates pursuant to this Agreement or any Ancillary Agreement, but excluding the Leased Real Property.

“Ex-Im Laws” means any applicable Laws relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, the customs and import applicable Law administered by U.S. Customs and Border Protection, and the EU Dual Use Regulation.

“Execution Date” has the meaning set forth in the preamble.

“Existing Representation” has the meaning set forth in Section 9.13(a).

“Final Closing Statement” means the Post-Closing Statement that is deemed final in accordance with Section 2.7(b)(iii) or the Post-Closing Statement resulting from the determinations made by the Accountant in accordance with Section 2.7(b)(vi), as applicable.

“Final Determination” means an occurrence where (a) the parties to the dispute have reached a definitive agreement in writing with respect to all disputed matters, (b) a court of competent jurisdiction shall have entered a final and non-appealable Order or judgment or (c) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto.

“Final Purchase Price Allocation Schedule” has the meaning set forth in Section 2.13(b).

“Financial Statements” has the meaning set forth in Section 3.5(a).

“Fixtures and Equipment” means all furniture, fixtures, furnishings, vehicles, equipment, hardware, lab assets, computers and related computer equipment, machinery, tools and all other fixed assets and tangible personal property of any kind (other than Inventory), including any of the foregoing leased or purchased, subject to any conditional sales or title retention agreement that constitutes a Transferred Contract in favor of any other Person.

“Fraud” means actual and intentional fraud with respect to Article III, Article IV or any certificate delivered in connection herewith, as applicable, that involves a knowing and intentional misrepresentation herein or therein with the intent that the other party rely thereon, and, for the avoidance of doubt, does not include constructive fraud or other claims based on constructive knowledge, negligent misrepresentation or recklessness.

“French Employees” means, as of any determination time, each Applicable Employee employed in France.

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“French Information and Consultation Process” has the meaning set forth in Section 2.16(a).

“French Purchase Price” has the meaning set forth in Section 2.16(a)(i).

“French Put Option Agreement” means that certain put option agreement dated as of the date hereof, between Buyer and Seller, in the form attached hereto as Exhibit K-1.

“French Put Option Exercise” means the “French Put Option Exercise”, as defined in the French Put Option Agreement.

“French Transferred Assets” means the Transferred Assets located in France.

“GAAP” means United States generally accepted accounting principles, in effect from time to time.

“Goodyear Australia” means Goodyear Australia Pty Ltd (ACN 000 017 489), a company incorporated under the laws of NSW, Australia.

“Governmental Entity” means any U.S. or non-U.S. governmental, quasi-governmental or regulatory authority, agency, commission, body, court, tribunal, judicial body, or arbitral body (public or private), or other legislative, executive, judicial, or administrative, regulatory or taxing governmental entity at any level (whether federal, national, supra-national, state, county, national, local, provincial, municipal, international, foreign or otherwise), applicable stock exchange, or any agency, department or instrumentality thereof, including the Centers for Disease Control and Prevention and the World Health Organization.

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

“GST Law” has the same meaning as “GST law” in the GST Act.

“Hazardous Substance” means any hazardous or toxic substance, material, contaminant, pollutant or waste, or other substance, waste or material that is subject to regulation as such or, as to which, liability or standards of conduct are imposed under any Environmental Law, including petroleum or petroleum byproducts, asbestos, pesticides, polychlorinated biphenyls, noise, odor, mold or radiation.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976.

“Indebtedness” means, with respect to any Person, without duplication, (a) all indebtedness for borrowed money; (b) all payment obligations under finance leases determined in accordance with the Accounting Principles; (c) all obligations evidenced by notes, bonds, debentures or other similar instruments; (d) all reimbursement obligations under letters of credit, performance bonds, bank guarantees or similar facilities or instruments, but only to the extent drawn or called upon at such time; (e) all guaranties by such Person of obligations of others for borrowed money; (f) all obligations for the payment of any deferred or unpaid purchase price of property, any business, equity or assets or title retention agreements or securities or services, including all earn-out payments, milestone payments, seller notes, post-closing true up

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obligations and other similar payments (whether contingent or otherwise); (g) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired; (h) the net amount due from, or payable to, such Person under any interest rate, currency or other hedging agreements, if terminated at such time or as a result of the consummation of the Transactions (which net amount may be a positive or negative number); (i) all unpaid severance obligations with respect to any Employees that are accrued prior to or as of the Closing Date; (j) all Liabilities arising from deferred compensation arrangements that are accrued prior to or as of the Closing Date to the extent owed by a Transferred Subsidiary; (k) all Liabilities for Accrued Income Taxes; (l) all obligations under any conditional sales or title retention agreement related to, arising out of or in connection with a Transferred Asset; (m) all Indebtedness of a type referred to in clauses (a) through (l) above of other Persons guaranteed by such Person; (n) for clauses (a) through (m) above, all accrued interest and, to the extent actually required to be paid at the applicable time of determination, fees, prepayment premiums or other penalties thereon or “breakage” costs arising in connection therewith, if any; and (o) all Indebtedness of others referred to in clauses (a) through (n) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance (other than Permitted Encumbrances) on property (including accounts and contract rights) owned by such Person (not to exceed the fair market value of such property), even though such Person has not assumed or become liable for the payment of such Indebtedness; provided, however, that “Indebtedness” shall not include: (i) obligations under operating leases, determined in accordance with the Accounting Principles; (ii) undrawn letters of credit or performance bonds and reimbursement obligations in respect of undrawn letters of credit or the undrawn portions thereof; (iii) liabilities under performance bonds other than amounts then due and owing; (iv) any redemption premium, prepayment penalty or similar payment with respect to capitalized leases included in clause (b) of this definition to the extent the execution and delivery of this Agreement or the Closing shall not trigger a default under such leases and such leases either are not required by their terms to be repaid in full at the Closing or do not require the lessor to offer to make a repayment as a result of the Closing; (v) intercompany indebtedness, obligations or liabilities solely between or among the Transferred Subsidiaries; or (vi) amounts included in Seller Transaction Expenses or Closing Working Capital.

“Indemnified Party” has the meaning set forth in Section 7.4(a).

“Indemnified Taxes” means, except to the extent taken into account in determining the Purchase Price as finally determined pursuant to Section 2.7, (a) Taxes imposed on or with respect to any Transferred Subsidiary for any Pre-Closing Period (or portion thereof), determined with respect to any Straddle Period in accordance with Section 5.6(d) and (b) any Taxes of any Person (other than any Transferred Subsidiary) for which any Transferred Subsidiary is liable (i) as a result of having been a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing, (ii) as a transferee or successor prior to the Closing or (iii) pursuant to a breach of Section 3.16(e).

“Indemnifying Party” has the meaning set forth in Section 7.4(a).

“Indemnity Agreement” has the meaning set forth in Section 5.24(a).

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“Indirect Tax” means all VAT, goods and services, sales, use, ad valorem, receipts, value added, or similar Taxes, duties or charges, together with all interest, penalties and additions imposed with respect to such amounts.

“Information and Consultation Processes” means, individually or collectively as context requires, each of the French Information and Consultation Process, the Italian Information and Consultation Process, the Netherlands Information and Consultation Process and the Swedish Information and Consultation Process.

“Initial Purchase Price Allocation Schedule” has the meaning set forth in Section 2.13(a).

“Insurance Policies” has the meaning set forth in Section 3.18.

“Intellectual Property” means (a) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, social media accounts, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same (collectively, “Trademarks”), (b) patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues (collectively, “Patents”), (c) trade secrets, confidential information and know-how, including inventions (whether patentable or not), discoveries, processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists, data, manuals, technology and materials (collectively, “Know How”), (d) published and unpublished works of authorship, whether copyrightable or not (including, without limitation, databases and other compilations of information), including mask rights and Software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively, “Copyrights”) and (e) any other intellectual property or proprietary rights in any jurisdiction throughout the world, whether registered or unregistered.

“Intellectual Property Assignment Agreements” means the patent assignment agreement and trademark assignment agreement in the forms attached to the Patent and Know How Agreement and Trademark License and Assignment Agreement, respectively.

“Intracompany Payables” means all account, note or loan payables recorded on the books of Seller or any Seller Entity for goods or services purchased by or provided to the Business, or advances (cash or otherwise) or any other extensions of credit to the Business from Seller or any Seller Entity, whether current or non-current.

“Intracompany Receivables” means all account, note or loan receivables recorded on the books of Seller or any Seller Entity for goods or services sold or provided by the Business to Seller or any Seller Entity or advances (cash or otherwise) or any other extensions of credit made by the Business to Seller or any Seller Entity, whether current or non-current.

“Inventory” means all inventory Related to the Business, wherever located, including all raw materials, work-in-process, supplies, parts, spare parts, packaging, labels, unfinished inventory and finished goods whether held at any location or facility owned or leased

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by Seller or any Seller Entity or in transit to Seller or any Seller Entity or held on consignment by third parties on behalf of the Business, except all such inventory (other than spare parts and finished goods) located at the PSA Sites.

“IRS” means the U.S. Internal Revenue Service.

“IT Assets” means any and all computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology assets and systems, including all associated documentation related to any of the foregoing.

“ITAA 1997” means the Australian Income Tax Assessment Act 1997 (Cth).

“Italian Call Option Exercise” means the “Italian Call Option Exercise”, as defined in the Italian Put Option Agreement.

“Italian Employees” means, as of any determination time, each Applicable Employee employed in Italy.

“Italian Information and Consultation Process” has the meaning set forth in Section 2.16(b).

“Italian Purchase Price” has the meaning set forth in Section 2.16(b).

“Italian Put and Call Option Agreement” means that certain put option agreement dated as of the date hereof, between Buyer and Seller, in substantially the form attached hereto as Exhibit K-1.

“Italian Put Option Exercise” means the “Italian Put Option Exercise”, as defined in the Italian Put and Call Option Agreement.

“Italian Transferred Assets” means the Transferred Assets located in Italy.

“Japanese GAAP” means Japanese generally accepted accounting principles, consistently applied.

“Japanese Subsidiary” means Nippon Giant Tire Kabushiki Kaisha (also known as Nippon Giant Tire Co. Ltd.), a Japanese private limited company.

“Know How” has the meaning set forth in the “Intellectual Property” definition.

“Knowledge” or any similar phrase means the collective actual knowledge (after reasonable inquiry) of (a) the individuals set forth on Section 1.1(d) of the Seller Disclosure Letter with respect to Seller and (b) ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ with respect to Buyer.

“Labor Contract” means each letter of assent, memorandum of agreement, collective agreement or labor Contract entered into with a labor union, works council or like organization governing the terms and conditions of employment of any Employee.

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“Labor Obligations” means all (a) Employee Representative information, notice, consultation, negotiation, bargaining (decisional or effects) or consent processes with which Seller or its Affiliates are required to comply in connection with the Transaction, (b) Labor Contracts, and (c) other legal and administrative requirements respecting the transfer of the Transferred Employees’ employment in connection with the Transaction (including the Transfer of Undertakings).

“Law” means any federal, state, local or non-U.S. law, statute or ordinance, common law, or any rule, regulation, standard, judgment, Order, writ, injunction, decree, arbitration award, requirement, license or Permit of any Governmental Entity.

“Leased Real Property” has the meaning set forth in Section 3.14(b).

“Leases” means the Assigned Leases and any leases governing the Transferred Subsidiary Leased Real Property.

“Liabilities” means any debts, liabilities, commitments, duties, expenses, charges, costs, fees, claims, deficiencies, commitments, losses, damages, guaranties, endorsements or other obligation of any kind, whether fixed, contingent or absolute, known or unknown, asserted or unasserted, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due, on- or off-balance sheet, incurred or consequential, determined, determinable or otherwise, whenever or however arising (including, whether arising under any Contract, tort based on negligence or strict liability, applicable Law or Action) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

“Liability Exceptions” has the meaning set forth in the definition of Assumed Liabilities.

“Local Transfer Documents” has the meaning set forth in Section 2.15(a).

“Losses” means any damages, losses, payments, costs, expenses (including reasonable and documented attorney’s fees and expenses and out-of-pocket costs and expenses), interest, awards, judgments, deficiencies, settlements, fines and penalties, excluding lost profits.

“Material Adverse Effect” means any Change that, individually or taken together with any other Changes, is, or would reasonably be expected to be, materially adverse to the financial condition, properties, assets, liabilities, business, operations, privileges (whether contractual or otherwise) or results of operations of the Business taken as a whole; provided, however, that no Change, either alone or in combination, shall be deemed to constitute or be taken into account in determining whether there has occurred, or would reasonably be expected to occur, a Material Adverse Effect, to the extent that such Change results from, arises out of, or relates to:

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provided, further, that, with respect to clauses (i), (ii), (iv), (vi) and (vii), such Change shall be taken into account in determining whether a “Material Adverse Effect” has occurred, is occurring or would reasonably be expected to occur to the extent it disproportionately and adversely affects the Business (taken as a whole) as compared to other businesses operating in the geographic markets in which the Business has operations or its products or services are sold (in which case only the incremental disproportionate impact may be taken into account, and then only to the extent otherwise permitted by this definition).

“Material Contracts” has the meaning set forth in Section 3.12(a).

“Material Customers” has the meaning set forth in Section 3.22(a).

“Material Suppliers” has the meaning set forth in Section 3.22(b).

“Migrated Data” means (a) all data included in the Transferred Assets (including the data described on Section 2.2(b)(iii) of the Seller Disclosure Letter) and (b) all other data necessary for the operation of the Business, including as licensed or provided by Seller and its Affiliates under any Ancillary Agreement, but excluding, for clarity, any data described in clauses (C) and (D) of the definition of “Goodyear Licensed Know How” in the Patent and Know How Agreement.

“Most Recent Statement of Net Assets” has the meaning set forth in Section 3.5(a).

“Most Recent Statement of Net Assets Date” has the meaning set forth in Section 3.5(a).

“Netherlands Assets” means the Transferred Assets located in Netherlands.

“Netherlands Assumed Liabilities” means the Assumed Liabilities to the extent relating to the portion of the Business conducted in Netherlands, the Netherlands Assets or the Netherlands Employees.

“Netherlands Business” means, collectively, the Netherlands Assets, the Netherlands Assumed Liabilities and the Netherlands Employees.

“Netherlands Employees” means, as of any determination time, each Applicable Employee employed in the Netherlands.

“Netherlands Information and Consultation Process” has the meaning set forth in Section 2.16(c).

“Netherlands Purchase Price” has the meaning set forth in Section 2.16(c)(i).

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“Netherlands Put Option Agreement” means that certain put option agreement dated as of the date hereof, between Buyer and Seller, in substantially the form attached hereto as Exhibit K-3.

“Netherlands Put Option Exercise” means the “Netherlands Put Option Exercise”, as defined in the Netherlands Put Option Agreement.

“NGT Pledge” means the pledge on 1,114,286 shares of the Japanese Subsidiary in favor of JPMorgan Chase Bank, N.A., acting as first lien collateral agent under (a) the Amended and Restated First Lien Credit Agreement and (b) the Amended and Restated First Lien Guarantee and Collateral Agreement dated as of June 7, 2021 among the Seller (as borrower), certain subsidiaries of the Seller (as grantors and guarantors) and JPMorgan Chase Bank, N.A., pursuant to such agreements and the Amended and Restated Pledge of Shares Agreement dated as of March 7, 2018, among the Seller (as pledgor) and JPMorgan Chase Bank, N.A.

“Nonparty” has the meaning set forth in Section 7.8(b).

“Notice of Objection” has the meaning set forth in Section 2.7(b)(iii).

“OFAC” has the meaning set forth in the “Sanctioned Person” definition.

“Offer Employees” has the meaning set forth in the definition of Transferred Employees.

“Open Source Materials” means any Software subject to a license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any Creative Commons License.

“Order” means any decision, award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, writ, stipulation, verdict, determination, assessment, or arbitral award, in each case, made, issued or entered by or with any Governmental Entity (including any judicial or administrative interpretations, guidance, directives, policy statements or opinions).

“Ordinary Course” or “Ordinary Course of Business” means the conduct of the Business, consistent in all material respects with the normal day-to-day customs, practices and procedures of the Business, including with regard to the nature, frequency and magnitude of such conduct, and actions required to comply with any COVID-19 Measures.

“Other Business Fixtures and Equipment” means all Fixtures and Equipment Related to the Business located at each of the properties set forth on Section 1.1(e) of the Seller Disclosure Letter, including the Fixtures and Equipment set forth on Section 2.2(d) of the Seller Disclosure Letter.

“OTR Tire Products” means the tires of the type described in Seller’s “Off-The-Road Tires Product Catalog” (a copy of which is attached as Appendix A of the Seller Disclosure Letter) subject to the revisions provided in Appendix B of the Seller Disclosure Letter, including

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the tires listed by SKU on Section 1.1(b) of the Seller Disclosure Letter but excluding, for the avoidance of doubt, the tires listed by SKU on Section 1.1(c) of the Seller Disclosure Letter.

“Outside Date” has the meaning set forth in Section 8.1(b)(i).

“Owned Real Property” means that real property set forth on Section 2.2(d) of the Seller Disclosure Letter.

“Party” has the meaning set forth in the Preamble.

“Patent and Know How Agreement” means the patent and know how license agreement in the form attached hereto as Exhibit E.

“Patents” has the meaning set forth in the “Intellectual Property” definition.

“Period End Rate” means, with respect to currency conversion for each country or territory, except as otherwise required by applicable Law (in which case, the exchange rate shall be determined in accordance with such Law), the applicable rates of exchange published on the Bloomberg FX Fixings-Portal at the close of business on the Business Day prior to the applicable date (or, if no such exchange rate is published on the Bloomberg FX Fixings-Portal on such date, the first date thereafter on which such exchange rate is published on the Bloomberg Fixings-Portal).

“Permit” means any consent, license, franchise, permit, waiver, approval, authorization, certificate, registration, filing or other similar authorization issued or otherwise granted by, obtained from or made with any Governmental Entity.

“Permitted Encumbrances” means (a) Encumbrances to the extent specifically reflected or specifically reserved against or otherwise disclosed in the Most Recent Statement of Net Assets, (b) mechanics’, carriers’, workmen’s, repairmen’s or other similar Encumbrances arising or incurred in the Ordinary Course for amounts not yet due and payable or due but not delinquent, (c) Encumbrances for Taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or that the taxpayer is contesting in good faith through appropriate proceedings and for which, to the extent reserves would be required by the Accounting Principles as of the Most Recent Statement of Net Assets Date, adequate reserves have been established in the Financial Statements in accordance with the Accounting Principles, (d) with respect to real property, (i) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other similar restrictions, including any other agreements, conditions or restrictions that would be shown by a title report or other similar report or listing, (ii) any conditions or other matters, including any encroachments, that would be shown by a current and accurate survey or physical inspection and (iii) zoning, building, subdivision or other similar requirements or restrictions (in each case of this clause (d), that, individually or in the aggregate, (1) do not, and would not reasonably be expected to, adversely affect in any material respect the use or occupancy of the applicable real property in connection with the Business or the value of such real property, and (2) are not violated by the current use or occupancy of the applicable real property), (e) Encumbrances on the fee interest underlying a Real Property Lease incurred, created, assumed or permitted to exist and arising by, through or under the landlord and/or owner of the fee interest of the real property subject to a Real Property Lease and that, individually or in

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the aggregate, (i) do not, and would not reasonably be expected to, adversely affect in any material respect (1) the use or occupancy of the applicable real property in connection with the Business or (2) the value of such real property, and (ii) are not violated by the current use or occupancy of the applicable real property for the Business, (f) licenses and similar rights granted with respect to Intellectual Property, or (g) Encumbrances that shall be fully released and terminated concurrently with or prior to the Closing.

“Person” means any natural person, corporation (including any non-profit corporation), company, partnership (general or limited), limited liability company, limited liability partnership, association, joint venture, joint stock or other company, trust, firm, organization, Governmental Entity or other entity.

“Personal Information” means any Business Data relating to an identified or identifiable person, or that alone or in combination with other information held by Seller or its Affiliates can reasonably be used to directly or indirectly identify an individual person, household, device or browser.

“Post-Closing Adjustment Amount” means the amount, which may be positive or negative, equal to (a) the Closing Working Capital minus the Estimated Closing Working Capital plus (b) Closing Net Cash minus Estimated Net Cash.

“Post-Closing Covenant” has the meaning set forth in Section 7.1(a).

“Post-Closing Matter” has the meaning set forth in Section 9.13(a).

“Post-Closing Period” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

“Post-Closing Representation” has the meaning set forth in Section 9.13(a).

“Post-Closing Statement” means the written statement delivered pursuant to Section 2.7(b)(i) setting forth Buyer’s good-faith calculations of the Post-Closing Adjustment Amount and the Purchase Price (calculated as the Estimated Purchase Price plus the Post-Closing Adjustment Amount) that shall take into account, and set forth as separate line items, all items establishing the basis for such calculations, including (a) the amount of the Closing Working Capital (and the line items comprising the Current Assets and Current Liabilities) and (b) Closing Net Cash, in each case, as of 12:01 a.m., Eastern Time, on the Closing Date (which shall be prepared in accordance with the Accounting Principles and in a format as set forth in Exhibit A).

“Pre-Closing Designated Persons” has the meaning set forth in Section 9.13(b).

“Pre-Closing Event” has the meaning set forth in Section 5.8(b).

“Pre-Closing Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“Pre-Closing Privileges” has the meaning set forth in Section 9.13(b).

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“Pre-Closing Separate Tax Return” has the meaning set forth in Section 5.6(b)(i).

“Prior Seller Counsel” has the meaning set forth in Section 9.13(a).

“Privacy and Security Requirements” means all (a) applicable Laws, (b) Seller and its applicable Affiliates’ contractual commitments, (c) publicly facing statements or policies adopted by Seller and its applicable Affiliates, and (d) applicable requirements in industry standards or self-regulatory frameworks that are binding on the Seller or its applicable Affiliates, in each of clauses (a) through (d), regarding privacy, cybersecurity or data security.

“Privileged Materials” has the meaning set forth in Section 9.13(c).

“Product” has the meaning set forth in Section 3.21(a).

“Product Supply Agreement” means the product supply agreement in the form attached hereto as Exhibit C.

“Production Facility” has the meaning set forth in Section 2.11(c).

“PSA Sites” means “Sites” as such term is defined in the Product Supply Agreement.

“Purchase Price” has the meaning set forth in Section 2.6.

“Put Option Agreements” means, individually or collectively as the context requires, each of the French Put Option Agreement, the Italian Put and Call Option Agreement, the Netherlands Put Option Agreement and the Swedish Put Option Agreement.

“Real Property” has the meaning set forth in Section 3.14(b).

“Real Property Leases” has the meaning set forth in Section 3.14(b).

“Records” has the meaning set forth in Section 5.2(b).

“Reference Balance Sheet” means the reference balance sheet set forth as Exhibit J.

“Registered Transferred IP” means any and all Transferred IP that is issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity, or Internet domain name registrar.

“Related Party” has the meaning set forth in Section 3.20.

“Related Party Contract” has the meaning set forth in Section 3.20.

“Related to the Business” means (a) in the case of Liabilities, to the extent related to, or arising from, the ownership, operation or conduct of the Business or the Transferred Assets by Seller and its Affiliates prior to the Closing and (b) in the case of assets, properties and

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rights, or otherwise for purposes of this Agreement, primarily related to, or primarily used or held for use in, the ownership, operation or conduct of the Business by Seller and its Affiliates prior to the Closing.

“Releasing Parties” has the meaning set forth in Section 5.22.

“Required Approvals” has the meaning set forth in Section 3.4(a).

“Restricted Cash” means all cash and cash equivalents of the Transferred Subsidiaries held in escrow accounts and cash and cash equivalents to the extent otherwise subject to any legal or contractual restriction on the ability to freely transfer or use such cash or cash equivalents for any lawful purpose.

“Retained Names” means (a) any and all Trademarks owned by Seller and its Affiliates except for the Transferred Trademarks, including, for the avoidance of doubt, (i) the word GOODYEAR, (ii) the Goodyear winged foot design and (iii) the Goodyear blimp design, and (b) any and all Trademarks derived from, confusingly similar to, or including any of the foregoing Trademarks.

“Review Period” has the meaning set forth in Section 2.7(b)(iii).

“RWI” has the meaning set forth in Section 5.21.

“Sanctioned Country” means any country or territory that as of or during the applicable period of time, is the subject or target of a general export, import, financial, or investment embargo under Sanctions Laws (which countries and territories as of the date of this Agreement include Cuba, Iran, North Korea, Syria, and the Crimea and so-called Donetsk Peoples’ Republic and Luhansk People’s Republic regions of Ukraine), and for the purposes of this Agreement, Russia.

“Sanctioned Person” means, as of during the applicable period of time, any Person: (a) designated on the U.S. Department of the Treasury Office of Foreign Assets Control’s (“OFAC”) list of Specially Designated Nationals and Blocked Persons, the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, or on any list of targeted persons issued under the Sanctions Laws or Ex-Im Laws of any other country; (b) that is, or is part of, a Governmental Entity of a Sanctioned Country; (c) owned 50% or more or otherwise controlled by, or acting on behalf of, any of the foregoing; (d) resident in or operating from a Sanctioned Country; or (e) otherwise targeted under any Sanctions Laws or Ex-Im Laws.

“Sanctions Laws” means any economic or financial sanctions that are applicable Law and imposed, administered or enforced by: (a) OFAC, the U.S. Department of State or any other U.S. Governmental Entity; (b) the United Nations Security Council; (c) the United Kingdom; (d) the European Union or any member state thereof; or (e) the Foreign Exchange and Foreign Trade Act of Japan.

“Section 245A Election” has the meaning set forth in Section 5.6(h)(ii).

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“Section 338(g) Election” has the meaning set forth in Section 5.6(f).

“Securities Act” means the U.S. Securities Act of 1933.

“Security Trust” means the 1835 Funding Programme Security Trust constituted by the trust deed, dated as of June 7, 2010 (as amended from time to time).

“Seller” has the meaning set forth in the Preamble.

“Seller Ancillary Counterparty” means any Affiliate of Seller contemplated to be a party to an Ancillary Agreement.

“Seller Disclosure Letter” has the meaning set forth in the lead-in to Article III.

“Seller Employee” has the meaning set forth in Section 5.7(d)(iii).

“Seller Entities” means Seller and all of the Affiliates of Seller that own or hold the rights to any Transferred Assets, any Transferred Subsidiary Shares or are subject to any Assumed Liabilities. “Seller Entities” shall not include the Transferred Subsidiaries.

“Seller Fundamental Representations” means the representations and warranties of Seller set forth in Section 3.1 (Organization, Good Standing and Qualification), Section 3.2(b) and 3.2(c) (Subsidiaries), Section 3.3 (Authority; Approval), Section 3.4(b)(i) (Non-Contravention of Governing Documents), Section 3.13(a) (Title) and Section 3.19 (Brokers and Finders).

“Seller Incentive Awards” means all outstanding (i) restricted stock units in respect of common shares of Seller, (ii) cash performance units, and (iii) other long-term, cash-based restricted awards, in each case, granted under a Benefit Plan of Seller and held by a Transferred Employee, as set forth on Section 5.7(b)(vii) of the Seller Disclosure Letter.

“Seller Indemnified Parties” has the meaning set forth in Section 7.3.

“Seller Licensed IP” means the Intellectual Property to be licensed to Buyer or any of its Affiliates by Seller or its Affiliates pursuant to this Agreement or any Ancillary Agreement.

“Seller Owned Software” means Software that has been developed or created by or on behalf of, or otherwise acquired by, Seller or any of its Affiliates, excluding the Transferred Software.

“Seller Prepared Pre-Closing Separate Tax Return” has the meaning set forth in Section 5.6(b)(i).

“Seller Representations” means the representations made by Seller in Article III.

“Seller Retained IP” has the meaning set forth in Section 2.3(c).

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“Seller Services” means those services to be provided by Seller or any Seller Entity to Buyer or any of its Affiliates pursuant to this Agreement or any Ancillary Agreement.

“Seller Transaction Expenses” means (a) all unpaid out-of-pocket fees and expenses of counsel, accountants, investment bankers, advisors, experts and consultants engaged by Seller and its Affiliates or otherwise incurred by Seller, the Seller Entities or the Transferred Subsidiaries before the Closing and in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement or the authorization, preparation, negotiation and execution of the Ancillary Agreements or the sale process relating to the potential sale of the Business and (b) any severance, change of control or bonus amounts or similar payments owed pursuant to any agreements, plans or policies in effect as of the date hereof that become payable to any Employee solely as a result of the consummation of the Transaction and the employer portion of any payroll Taxes with respect thereto (other than as a result of actions taken by Buyer on or after the Closing that are not required to be taken by Buyer pursuant to applicable Law or Contracts in effect at Closing), in each case of clauses (a) and (b), incurred or subject to reimbursement by the Transferred Subsidiaries or that would otherwise constitute an Assumed Liability but for it being a Seller Transaction Expense, whether accrued for or not, in each case, in connection with the Transaction or the sale of the Business and not paid prior to the Closing; provided, that notwithstanding anything to the contrary set forth in this Agreement or otherwise, “Seller Transaction Expenses” shall not include (x) any severance, change of control, bonus amounts or similar payments that are payable by Buyer pursuant to Section 5.7 or that otherwise become payable as a result of any arrangement entered into or agreed to between Buyer and any Employee, or (y) any obligations included in Indebtedness or Closing Working Capital.

“Seller’s Tax Funding Agreement” means the document entitled Tax Funding Agreement, dated May 30, 2007, entered into among Goodyear Australia, the Australian Subsidiary and certain other parties thereto.

“Seller’s Tax Sharing Agreement” means the document entitled Tax Sharing Agreement, dated May 30, 2007, entered into among Goodyear Australia, the Australian Subsidiary and certain other parties thereto.

“Site Services Agreement” means the site services agreement to be entered into on the Closing Date based on the terms set forth in the term sheet attached as Exhibit F by the parties specified in such term sheet.

“Software” means any and all computer programs, software, middleware and firmware (including software implementations of algorithms, models, application programing interfaces, and methodologies), whether in source code, object code or other form, including libraries, subroutines and other components thereof, together with input and output formats.

“Solvent” means, with respect to any person, as of any date of determination, (a) the amount of the “fair saleable value” of the assets of such person will, as of such date, exceed (i) the value of all “liabilities of such person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be

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required to pay the probable liabilities of such person, as of such date, on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (b) such person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date and (c) such person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such person will be able to generate enough cash from operations, asset dispositions, financings or refinancings, or a combination thereof, to meet its obligations as they become due.

“Specified Business Guarantee” means the Business Guarantees set forth in Section 3.12(c) of the Seller Disclosure Letter.

“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.

“Straddle Period Separate Tax Return” has the meaning set forth in Section 5.6(b)(ii).

“Subsidiary” means, with respect to any Person, any other Person of which (a) if a corporation, at least a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors or other Persons performing similar functions thereof is at the time directly or indirectly owned or controlled by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a partnership, limited liability company, association or other business entity, either (i) a majority of the partnership or other similar ownership interest thereof is at the time directly or indirectly owned or controlled by that Person or one or more Subsidiaries of that Person or a combination thereof, or (ii) such Person is a general partner, managing member or managing director of such partnership, limited liability company, association or other entity.

“Swedish Employees” means, as of any determination time, each Applicable Employee employed in Sweden.

“Swedish Information and Consultation Process” has the meaning set forth in Section 2.16(d).

“Swedish Purchase Price” has the meaning set forth in Section 2.16(d)(i).

“Swedish Put Option Agreement” means that certain put option agreement dated as of the date hereof, between Buyer and Seller, in substantially the form attached hereto as Exhibit K-1.

“Swedish Put Option Exercise” means the “Swedish Put Option Exercise”, as defined in the Swedish Put Option Agreement.

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“Swedish Transferred Assets” means the Transferred Assets located in Sweden.

“Target Working Capital” means $117,700,000.

“Tax” or “Taxes” means all federal, provincial, state, local or foreign taxes, including income, gross receipts, capital, capital gains, franchise, license, windfall profits, value added, goods and services, sales, use, service use, severance, production, real or personal property, stamp, documentary, registration, duty, excise, employment, payroll, unemployment, employee contribution, social security (or similar), disability, occupation, utility, environmental, alternative or add-in minimum, customs duties, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Claim” has the meaning set forth in Section 5.6(g).

“Tax Contest” means an inquiry, audit, investigation, examination, assessment, claim, appeal, dispute, action, suit, court proceeding, litigation or controversy relating to Taxes.

“Tax Overprovision” has the meaning set forth in Section 5.6(e).

“Tax Returns” means all reports and returns filed or required to be filed with respect to Taxes, including any declaration, statement, information return, claim for refund, amended return or declaration of estimated Taxes and any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” shall mean any Governmental Entity having jurisdiction over the assessment, determination, collection or other imposition of Taxes.

“Technology Services Agreement” means the technology services agreement in the form attached hereto as Exhibit L

“Terminated Intercompany Contract” has the meaning set forth in Section 5.20(b).

“Texas Shared Assets” means the assets set forth on Section 2.2(p) of the Seller Disclosure Letter.

“Texas Lease Agreement” means the lease agreement in the form attached hereto as Exhibit G.

“Third-Party Claim” has the meaning set forth in Section 7.4(b).

“Third-Party Claim Expenses” has the meaning set forth in Section 7.4(b)(iv).

“Trademark License and Assignment Agreement” means the trademark license and assignment agreement in the form attached hereto as Exhibit D.

“Trademarks” has the meaning set forth in the “Intellectual Property” definition.

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“Transaction” means the purchase and sale of the Transferred Assets, the assumption of the Assumed Liabilities and the purchase and sale of the Transferred Subsidiary Shares pursuant to this Agreement and the other transactions contemplated hereby and by the Ancillary Agreements.

“Transaction Documents” means, collectively, the Agreement and the Ancillary Agreements.

“Transfer” means to sell, assign, transfer, convey and deliver.

“Transfer of Undertakings” means Council Directive 2001/23/EC.

“Transfer Tax Returns” has the meaning set forth in Section 5.6(a)(i).

“Transfer Taxes” means all federal, national, state, local, foreign or other registration, excise, sales, use, value added, goods and services, harmonized sales, transfer (including real property transfer), stamp taxes or duty, documentary, filing, recordation and other similar taxes and fees that may be imposed, payable or assessed by any Governmental Entity in any country as a result of the Transaction, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Transferred Assets” has the meaning set forth in Section 2.2.

“Transferred Contracts” means all Contracts (other than (a) this Agreement and the Ancillary Agreements, (b) Contracts governing Excluded Seller Leased Property, (c) Terminated Intercompany Contracts, (d) Commingled Contracts and (e) for the avoidance of doubt, Contracts that are Excluded Assets) that are Related to the Business and to which Seller or its Subsidiaries is a party, provided, that Transferred Contracts shall not include (x) any Contract that is not validly assigned to Buyer except to the extent Buyer otherwise receives the rights and benefits of such Contract pursuant to Section 2.11, or (y) any Contract that would have been a Material Contract if entered into prior to the date of this Agreement, unless the entry into such Contract is otherwise entered into in accordance with the requirements of Section 5.1 hereof.

“Transferred Employees” means those Applicable Employees whose employment either (a) shall, and does, transfer automatically to Buyer or one of its Affiliates in connection with the Transaction through the continuation of employment at a Transferred Subsidiary or pursuant to applicable local Laws effective as of the Closing Date (“Automatic Transfer Employees”) or (b) shall not, or does not, transfer automatically to Buyer or one of its Affiliates in connection with the Transaction but who is offered and accepts employment with Buyer or an Affiliate of Buyer in accordance with Section 5.7(a)(ii) hereof (“Offer Employees”).

“Transferred IP” means the Transferred Patents, the Transferred Trademarks, the Transferred Know How and the Transferred Software IP.

“Transferred Know How” means all Intellectual Property (other than Patents and Trademarks) that is (a) owned or purported to be owned by Seller or its Affiliates as of the Closing Date and (i) Related to the Business, including the data described on Section 2.2(b)(iii)

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of the Seller Disclosure Letter to the extent Related to the Business, or (ii) primarily related to, or primarily used or held for use in, (A) OTR Tire Products that were sold by Seller and its Affiliates in connection with the Business on or after January 1, 2020, or (B) the projects set forth on Section 2.2(b)(iv) of the Seller Disclosure Letter, in each case of clauses (A) and (B), to the extent in Seller’s or its Affiliates’ possession; provided, however, that “Transferred Know How” shall not include any Intellectual Property in or to (x) any Software, or (y) the technologies described on Section 2.3(c) of the Seller Disclosure Letter.

“Transferred Material Contracts” means all Transferred Contracts that are Material Contracts.

“Transferred Molds” has the meaning set forth in Section 2.11(c).

“Transferred Patents” means the Patents set forth on Section 2.2(b)(i) of the Seller Disclosure Letter, as may be updated prior to the Closing pursuant to Section 5.16(a).

“Transferred Real Property” means (a) the Assigned Leases and (b) the Owned Real Property.

“Transferred Software” means the Software set forth on Section 2.2(c) of the Seller Disclosure Letter, in each case, excluding any Software or associated systems or services owned, controlled or provided by any third party.

“Transferred Software IP” means all Copyrights and Know How in or to the Transferred Software that is Related to the Business and owned or purported to be owned as of the Closing Date by Seller or its Affiliates.

“Transferred Subsidiaries” means the Australian Subsidiary and the Japanese Subsidiary.

“Transferred Subsidiary Leased Real Property” means all Leased Real Property of the Transferred Subsidiaries.

“Transferred Subsidiary Organizational Documents” has the meaning set forth in Section 3.2(a).

“Transferred Subsidiary Owned Real Property” means all the real property owned by the Transferred Subsidiaries.

“Transferred Subsidiary Real Property” means all Transferred Subsidiary Leased Real Property and Transferred Subsidiary Owned Real Property.

“Transferred Subsidiary Shares” means the outstanding shares of capital stock or other equity interests of the Transferred Subsidiaries.

“Transferred Trademarks” means the Trademarks set forth on Section 2.2(b)(ii) of the Seller Disclosure Letter, as may be updated prior to the Closing pursuant to Section 5.16(a).

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“Transition” has the meaning set forth in Section 5.26.

“Transition Plan” has the meaning set forth in Section 5.26.

“Transition Services Agreement” means the transition services agreement in the form attached hereto as Exhibit B.

“Transitional Period” has the meaning set forth in Section 5.14.

“Treasury Regulations” means the United States Department of the Treasury regulations promulgated under the Code.

“TUPE Employees” means, as of any determination time, each Applicable Employee employed in (a) a country that is a member of the European Union, (b) Mexico, (c) Singapore, (d) Turkey, (e) Ukraine or (f) the United Kingdom.

“WARN” means the Worker Adjustment and Retraining Notification Act.

“Willful Breach” means a breach of this Agreement that is the consequence of a deliberate act or omission by a Party hereto or thereto with the actual knowledge that the taking of such act or failure to take such act would be a breach of this Agreement.

“VAT” means any value added Tax, goods and services Tax or similar Taxes, including any value added Tax within the meaning of European Council Directive 2006/112/EC as transposed into the applicable Law of the relevant member state and any other similar turnover Tax in any other relevant non-EU jurisdiction, together with all interest, penalties and additions imposed with respect to such amounts.

Section 1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

Article II

PURCHASE AND SALE OF THE BUSINESS

Section 2.1 Purchase and Sale of the Shares. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall, and shall cause the Seller Entities to, Transfer to Buyer or, subject to Section 2.12, one or more of its Subsidiaries, and Buyer shall purchase, all of Seller’s and each Seller Entity’s respective right, title and interest in and to the Transferred Subsidiary Shares, free and clear of all Encumbrances (other than restrictions on the transferability of securities arising under applicable securities Laws and Encumbrances incurred as a result of actions taken by Buyer or its Affiliates).

Section 2.2 Purchase and Sale of Assets. On the terms and subject to the conditions set forth herein, at the Closing, (a) Seller shall, and shall cause the applicable Seller Entities to, Transfer to Buyer or, subject to Section 2.12, one or more of its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances, and (b) Buyer shall purchase from Seller or the applicable Seller Entities, all of Seller’s and the Seller Entities’ respective right, title and

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interest in and to the following assets, rights, and properties of every kind and nature, whether tangible or intangible, real or personal, and wherever located, except to the extent that they are Excluded Assets, in each case, to the extent owned, licensed or leased by Seller or such Seller Entities as of the Closing (collectively, the “Transferred Assets”):

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provided, that, for the avoidance of doubt, the Transferred Assets shall not include any assets of the Transferred Subsidiaries that would otherwise be Transferred Assets pursuant to this Section 2.2.

Section 2.3 Excluded Assets. Seller and the Seller Entities shall retain all of their existing assets, properties, rights, title and interests in and to, and there shall be excluded from the Transfer to Buyer hereunder, and the Transferred Assets shall not include the following (collectively, the “Excluded Assets”):

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Section 2.4 Assumption of Liabilities. On the terms and subject to the conditions set forth herein, in addition to the Purchase Price and as additional consideration for the Transferred Assets and the Transferred Subsidiary Shares, effective as of the Closing, Buyer or, subject to Section 2.12, one or more of its Subsidiaries shall assume and agrees to thereafter pay, discharge and perform when due or payable all the Assumed Liabilities. Buyer hereby guarantees to Seller the payment, discharge and performance when due and/or payable of all Assumed Liabilities assumed by any Subsidiary of Buyer.

Section 2.5 Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Agreement, Seller and its Affiliates shall retain, and Buyer and its Affiliates shall not assume, any Excluded Liability, and, as between Buyer and Seller, Seller and its Affiliates shall be responsible for, and shall pay, discharge and perform when due or payable, all Excluded Liabilities.

Section 2.6 Purchase Price. On the terms and subject to the conditions set forth herein, in consideration for the sale of the Transferred Assets and the Transferred Subsidiary Shares, and in addition to the assumption of the Assumed Liabilities, Buyer (for itself and, subject to Section 2.12, on behalf of one or more of its Subsidiaries) shall pay to Seller (for itself and on behalf of the applicable Seller Entities) an amount in cash equal to the Estimated Purchase Price, subject to adjustment pursuant to Section 2.7 (such amount, as may be adjusted, the “Purchase Price”), and the Purchase Price shall be allocated among the applicable Seller Entities in accordance with Section 2.13. The Purchase Price shall be estimated at the Closing pursuant to Section 2.7(a) and subject to adjustment after the Closing pursuant to Section 2.7(b).

Section 2.7 Purchase Price Adjustment.

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Any payment made pursuant to this Section 2.7(c) shall be made by wire transfer of immediately available funds, pursuant to the instructions previously delivered by Buyer or Seller, as applicable. Any such payment shall, for Tax purposes, be deemed to be an adjustment to the consideration payable to Seller and shall be taken into account in the Purchase Price Allocation Schedule pursuant to Section 2.13.

Section 2.8 Closing. The closing of the purchase and sale of the Transferred Assets and Transferred Subsidiary Shares and the assumption of the Assumed Liabilities (the “Closing”) shall occur at 10:00 a.m., New York City time, on the first Business Day of the month immediately following the date that is five Business Days after the date on which the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) has been satisfied or waived, either (a) remotely via electronic exchange of documents and signatures, (b) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or (c) at such other date and time and place or in such other manner as the Parties may mutually agree in writing. The date on which the Closing occurs is called the “Closing Date.”

Section 2.9 Deliveries by Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, to Seller the following:

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Section 2.10 Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

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Section 2.11 Nonassignability of Assets.

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Section 2.12 Affiliate Acquisitions. Notwithstanding anything to the contrary set forth in this Agreement, Buyer may, subject to Seller’s consent, which shall not be unreasonably conditioned, withheld or delayed, elect to have any or all of the Transferred Assets or Transferred Subsidiary Shares transferred to, or any of the Assumed Liabilities assumed by, one or more of its Subsidiaries so long as no such election results in any greater cost or obligation (including, for the avoidance of doubt, any withholding Taxes that reduce amounts paid to Seller) than Seller or any Seller Entity would otherwise have had; provided, however, that (a) no such election shall relieve Buyer of any of its obligations to Seller and its Affiliates hereunder with respect to the Assumed Liabilities or otherwise, and (b) the Parties agree that Buyer shall have the right (but not the obligation) to elect, without Seller’s consent, to designate any of the Subsidiaries of Buyer listed on Section 2.12 of the Seller Disclosure Letter to acquire any or all of the Transferred Assets or Transferred Subsidiary Shares and/or assume any or all of the Assumed Liabilities, so long as notice of such election is provided to Seller no less than ten Business Days prior to the anticipated Closing Date.

Section 2.13 Allocation of the Purchase Price.

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Section 2.14 Withholding Taxes. The Parties shall be entitled to deduct and withhold any Taxes required to be withheld under applicable Law from any amounts paid under this Agreement; provided, however, the Party entitled to deduct and withhold shall use commercially reasonable efforts to provide to the Party entitled to payment at least 15 Business Days prior notice of any amounts subject to withholding (which notice shall include the basis and method of calculation of the proposed deduction or withholding, which deduction or withholding shall not exceed the minimum amount required by the applicable Law) and shall reasonably cooperate with such Party to eliminate or minimize to the greatest extent practicable any such deduction or withholding. Upon reasonable request, Seller or Buyer, as applicable, shall complete and provide to Buyer or Seller, as applicable, any governmental form, receipt or document required in connection with payments made pursuant to this Agreement that Buyer or Seller, as the case may be, is legally able to provide, including, but not limited to, proof of payment of withholding Taxes or any form of certification required in order to reduce or eliminate any otherwise required withholding Tax. To the extent Taxes are so deducted and withheld and paid over to the applicable Governmental Entity, such amounts will be treated for all purposes under this

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Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 2.15 Local Transfer Documents.

Section 2.16 Certain Consultation Processes.

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Article III

REPRESENTATIONS AND WARRANTIES OF SELLER

Except (a) as set forth in the corresponding sections or subsections of the disclosure letter delivered to Buyer by Seller on or prior to the Execution Date (the “Seller Disclosure Letter”), or (b) with respect to or in connection with any Excluded Asset or Excluded Liability (provided, the exception set forth in this clause (b) shall not apply to the representations and warranties in Section 3.4(b), Section 3.8, Section 3.9, Section 3.10, Section 3.12, Section 3.13(b), Section 3.17, Section 3.18, Section 3.19 and Section 3.20), Seller hereby represents and warrants to Buyer as of the Execution Date (or in the case of representations and warranties that speak of a specified date, as of such specified date) as follows:

Section 3.1 Organization, Good Standing and Qualification. Seller, each Seller Entity, and each Transferred Subsidiary is (a) a legal entity duly organized and validly existing and (b) in good standing (to the extent such concepts are recognized under applicable Law) under the Laws of its respective jurisdiction of organization, except as it relates to this clause (b) in the case of the Seller Entities as has not had, and would not be reasonably likely to have, a Material Adverse Effect or to materially delay or materially impede the ability of Seller or any Seller Entity to perform its obligations under this Agreement or consummate the Transactions. Seller, each Seller Entity, and each Transferred Subsidiary (x) has all requisite corporate or similar power and authority to own, lease and operate Transferred Assets currently held by it and to carry on such portion of the Business as is presently conducted by it and (y) is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of Transferred Assets or conduct of the Business conducted by it requires such qualification, except in the case of clause (y) where the failure to be so qualified or in good standing, or to have such power or authority, would not reasonably be likely to have a Material Adverse Effect or to materially delay or materially impede the ability of Seller or any Seller Entity to perform its obligations under this Agreement or consummate the Transactions.

Section 3.2 Subsidiaries.

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Section 3.3 Authority; Approval. Each of Seller and the Seller Ancillary Counterparties has all requisite corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is or shall be a party, to perform its obligations thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement by Seller and the consummation by it of the Transactions has been duly and validly authorized by all necessary corporate action on the part of Seller. The execution, delivery and performance of each of the Ancillary Agreements to which Seller or any Seller Ancillary Counterparty is or shall be a party has been, or at the Closing shall be, duly and validly authorized by all necessary corporate or other action on the part of such Person. This Agreement has been, and each of the Ancillary Agreements shall be at Closing, duly executed and delivered by Seller and each Seller Ancillary Counterparty party thereto and, when executed and delivered by Buyer and the other parties thereto, shall constitute a valid and binding agreement of Seller and each such Seller Ancillary Counterparty, enforceable against such Seller and each such Seller Ancillary Counterparty pursuant to its terms, subject to bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

Section 3.4 Governmental Filings; No Violations.

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Section 3.5 Financial Statements.

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Section 3.6 Absence of Certain Changes.

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Section 3.7 Litigation; Investigations.

Section 3.8 Employee Benefits.

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Section 3.9 Labor Matters.

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Section 3.10 Compliance with Laws; Permits. (a) The Business is not being conducted, and for the past three years, has not been conducted, in violation or default under any Law applicable to the Business or the Transferred Assets, which violation or default, either individually or when aggregated with all other such violations and defaults, has had or would reasonably be expected to have a Material Adverse Effect, and (b) Seller, the Seller Entities and the Transferred Subsidiaries are duly licensed under applicable Law and now possess, and will at Closing possess, all Permits necessary for the conduct of the Business as it is conducted by Seller and its Subsidiaries (the “Business Permits”), except where the failure to be so licensed or to possess such Permits, individually or in the aggregate, has not had or would not reasonably be expected to be material to the Business, taken as a whole. Section 3.10 of the Seller Disclosure Letter sets forth a true, correct and complete list of all material Business Permits (x) required for the ownership or operation of, or conduct of business at, the Transferred Real Property and Transferred Subsidiary Real Property, (y) held by the Transferred Subsidiaries or their respective Subsidiaries, or (z) that will be required to be separately obtained by Buyer as of the Closing despite the existence of the Ancillary Agreements. All of the Business Permits are valid and in full force and effect and, during the prior three years neither Seller, the Seller Entities nor the Transferred Subsidiaries have received any written notice of, and to the Knowledge of Seller, neither Seller nor any of its Subsidiaries is under investigation with respect to, any violation of, or any obligation to take remedial action under, any Business Permits. Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) neither Seller nor its Subsidiaries is in default or violation of any Business Permit and (ii) no event or circumstance has occurred which, with or without the giving of notice or lapse of

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time or both, would reasonably be expected to result in the early termination, revocation or material modification of any Business Permit. With respect to Seller, the Seller Entities and the Transferred Subsidiaries, there is no Action pending or, to the Knowledge of Seller, threatened by any Governmental Entity to cancel, revoke, suspend, modify or fail to renew any such Business Permit.

Section 3.11 Anti-Corruption, Sanctions and Export Controls.

Section 3.12 Material Contracts.

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Section 3.13 Title; Sufficiency of Assets.

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Section 3.14 Real Property.

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Section 3.15 Environmental Matters.

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Section 3.16 Taxes.

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Notwithstanding anything to the contrary contained in this Agreement: (i) other than Section 3.8 to the extent it relates to Taxes, the representations and warranties set forth in this Section 3.16 constitute the sole and exclusive representations and warranties regarding Taxes and Tax Returns; (ii) nothing in this Agreement (including this Section 3.16 ) shall be construed as providing a representation or warranty with respect to the existence, amount, expiration date or limitations on (or availability of) any Tax attribute (including amounts related to losses, basis, credits or any other similar item) with respect to the Transferred Subsidiaries or any Transferred Assets; and (iii) the representations and warranties in this Section 3.16 refer only to activities prior to the Closing and shall not serve as representations and warranties regarding Taxes attributable to any taxable period (or portion thereof) beginning, or Tax positions taken, after the Closing Date.

Section 3.17 Intellectual Property.

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Section 3.18 Insurance. Each material fire and casualty, general liability, business interruption, product liability and sprinkler and water damage insurance policy maintained by or for the benefit of the Business by Seller, a Seller Entity or a Transferred Subsidiary (“Insurance Policies”) is with reputable insurance carriers, provides full and adequate coverage for all normal risks incident to Business and the Transferred Assets, and is in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain Insurance Policies that has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 3.18 of the Seller Disclosure Letter contains a true, correct and complete list of the Insurance Policies and an asterisk denotes each such policy that is an Available Insurance Policy. Each Insurance Policy is in full force and effect and all premiums due with respect to all Insurance Policies have been timely paid, with such exceptions that would not, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. There is no material claim by Seller or Affiliate under any Insurance Policy involving the Business as to which coverage has been denied, questioned or disputed by the underwriters of such Insurance Policies, other than customary reservations of rights related to pending claims.

Section 3.19 Brokers and Finders. Neither Seller, nor any of the Seller Entities or Transferred Subsidiaries, as applicable, has employed any investment banker, broker or finder or has incurred or shall incur any liability for any brokerage payments, investment banking fees, commissions, finders’ fees or other similar payments in connection with the Transaction, except that Seller has employed Evercore Group L.L.C. as its financial advisor in connection with the Transaction and any other such fees and expenses for which Seller is solely responsible. Seller is solely responsible for the fees and expenses of Evercore Group L.L.C.

Section 3.20 Affiliate and Intercompany Transactions. Section 3.20 of the Seller Disclosure Letter sets forth all Contracts (each a “Related Party Contract”) between (a) Seller, (b) any Seller Entity, or (c) any equityholder, officer, director, employee or Affiliate thereof, or, to the Knowledge of Seller, any member of the immediately family of any such individual or any entity which is controlled by such individual, on the one hand (each a “Related Party”), and any Transferred Subsidiary, on the other hand, except for customary employment, bonus, confidentiality, indemnification or invention assignment Contracts entered into with employees or directors in the Ordinary Course, and except for any Contract to which one or more persons that are not Related Parties or Transferred Subsidiaries are also party.

Section 3.21 Products.

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Section 3.22 Customers and Suppliers.

Section 3.23 No Other Representations or Warranties. Seller acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV of this Agreement and in the Ancillary Agreements, neither Buyer nor any other Person has made any express or implied representation or warranty with respect to the Transaction or any other transaction contemplated by this Agreement or the Ancillary Agreements or with respect to the

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accuracy or completeness of any other information provided, or made available, to Seller or any of its Subsidiaries or their respective Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement or the Ancillary Agreements, and Seller has not relied on any representation or warranty other than those expressly set forth in Article IV of this Agreement and in the Ancillary Agreements. Without limiting the generality of the foregoing sentence, Seller acknowledges and agrees that it has not relied on any other information provided, or made available, to Seller or any of its Subsidiaries or their respective Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement, and that neither Buyer nor any of its Affiliates or any other Person shall be subject to any liability to Seller or any other Person resulting from (a) any misrepresentation or omission by Buyer or its Affiliates or any other Person with respect to such information or (b) Seller’s use of, or the use by any of its Affiliates or any other Person of, any such information, unless any such information is expressly and specifically included in a representation or warranty set forth in Article IV of this Agreement or in an Ancillary Agreement. The provisions of this Section 3.23 shall not, and shall not be deemed or construed to, prevent, impede, waive or release any claims for Fraud in the making of the representations set forth in Article IV or in any certificate delivered in connection herewith.

Article IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as of the Execution Date as follows:

Section 4.1 Organization, Good Standing and Qualification. Buyer (a) is a legal entity duly organized, validly existing and in good standing (to the extent such concepts are recognized under applicable Law) under the Laws of its jurisdiction of organization, (b) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (c) is qualified to do business and is in good standing as a foreign legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (c) where the failure to be so qualified or in good standing has not had and would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.

Section 4.2 Authority; Approval. Each of Buyer and the Buyer Ancillary Counterparties has full corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is or shall be a party, to perform its obligations thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement by ▇▇▇▇▇ and the consummation by it of the Transactions has been duly and validly authorized by all necessary corporate action on the part of Buyer. The execution, delivery and performance of each of the Ancillary Agreements to which Buyer and each Buyer Ancillary Counterparty is or shall be a party has been, or at the Closing shall be, duly and validly authorized by all necessary corporate or other action on the part of Buyer and each Buyer Ancillary Counterparty. This Agreement has been, and each of the Ancillary Agreements shall be at Closing, duly executed and delivered by Buyer or the applicable Buyer Ancillary Counterparty and, when executed and delivered by Seller and the other parties hereto and

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thereto, shall constitute a valid and binding agreement of Buyer or such Buyer Ancillary Counterparty, enforceable against Buyer or such Buyer Ancillary Counterparty pursuant to its terms, subject to the Bankruptcy and Equity Exception.

Section 4.3 Governmental Filings; No Violations.

Section 4.4 Litigation.

Section 4.5 Availability of Funds. Buyer will have at the Closing, cash on hand of immediately available funds sufficient to enable it to consummate the Transaction and satisfy all of its obligations under this Agreement and the Ancillary Agreements when required to do so pursuant to the terms hereof and thereof.

Section 4.6 Solvency.

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Section 4.7 Investment Intent. Buyer agrees that it (a) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Transferred Assets, Transferred Subsidiary Shares, Assumed Liabilities and the Business and (b) has been furnished with or given access to information about the Transferred Assets, Transferred Subsidiaries, Assumed Liabilities and the Business as it has requested. ▇▇▇▇▇ agrees that it shall acquire the Transferred Subsidiary Shares for investment purposes only and not with a view toward or for offer or sale in connection with any distribution thereof, or with any present intention of offering, distributing or selling any of the Transferred Subsidiary Shares. Buyer acknowledges that the Transferred Subsidiary Shares have not been registered under the Securities Act or any state securities Laws, and agrees that the Transferred Subsidiary Shares shall not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available, or in a transaction not subject to registration, under the Securities Act and without compliance with non-U.S. securities Laws, in each case to the extent applicable. Buyer is an “accredited investor” within the meaning of Rule 501 under the Securities Act, and the Transferred Subsidiary Shares that ▇▇▇▇▇ receives hereunder shall be received only on behalf of itself and its Affiliate assignees and not for the account or benefit of any other Person.

Section 4.8 Investigation. ▇▇▇▇▇ acknowledges and agrees that in making its decision to enter into this Agreement and the Ancillary Agreements to which it is a party, and to consummate the Transaction, ▇▇▇▇▇ has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article III.

Section 4.9 Brokers and Finders. Neither Buyer nor any of its Subsidiaries, has employed any broker, finder or investment bank or has incurred or shall incur any obligation or liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement, except that ▇▇▇▇▇ has employed ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. as its financial advisor in connection with the Transaction and any other such fees and expenses for which Buyer is solely responsible. Buyer is solely responsible for the fees and expenses of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.

Section 4.10 Condition of the Transferred Assets. Notwithstanding anything contained in this Agreement to the contrary, ▇▇▇▇▇ acknowledges and agrees that Seller and the Seller Entities are not making any representations or warranties whatsoever, express or implied, beyond those expressly given in Article III (as modified by the Seller Disclosure Letter), and Buyer acknowledges and agrees that, except for the representations and warranties contained therein, the Transferred Assets and Transferred Subsidiary Shares are being transferred on a “where is” and, as to condition, “as is” basis, including with respect to any environmental conditions at, on, in, under or migrating to or from the Transferred Assets and Transferred Subsidiary Shares.

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Section 4.11 Pending Transactions. Neither Buyer nor any of its Affiliates is a party to any pending transaction to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, any business of any Person or other business organization or division thereof, or to otherwise acquire any assets, that would reasonably be expected to, in any material respect, (a) impose any delay in the obtaining of, or increase the risk of not obtaining, any authorization of any Governmental Entity necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period, (b) increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated hereby, (c) increase the risk of not being able to remove any such Order on appeal or otherwise, or (d) delay or prevent the consummation of the transactions contemplated hereby.

Section 4.12 No Other Representations or Warranties. Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III of this Agreement, and in the Ancillary Agreements, neither Seller nor any other Person has made any express or implied representation or warranty with respect to the Business or any Transferred Subsidiary, Seller or any Seller Entity (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement or the Ancillary Agreements, and Buyer has not relied on any representation or warranty other than those expressly set forth in Article III of this Agreement and in the Ancillary Agreements. Without limiting the generality of the foregoing sentence, Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transaction and the other transactions contemplated by this Agreement, and that neither Seller nor any of its Affiliates or any other Person shall be subject to any liability to Buyer or any other Person resulting from (a) any misrepresentation or omission by Seller or its Affiliates or any other Person with respect to any such information or (b) Buyer’s use of, or the use by any of its Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or their respective agents or representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in connection with the Transaction and the other transactions contemplated by this Agreement or the Ancillary Agreements. The provisions of this Section 4.12 shall not, and shall not be deemed or construed to, prevent, impede, waive or release any claims for Fraud in the making of the representations set forth in Article III or in any certificate delivered in connection herewith.

Article V

COVENANTS

Section 5.1 Interim Operations of the Business.

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Section 5.2 Access and Information.

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Section 5.3 Cooperation and Efforts to Consummate Transaction; Status Updates.

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Section 5.4 Regulatory Filings/Approvals.

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provided, however, that, notwithstanding anything to the contrary in this Agreement,

(A) none of Buyer or any of its Affiliates shall be required to (and, without the prior written consent of Buyer, none of Seller or any of its Affiliates (including the Transferred Subsidiaries) shall) offer, negotiate, commit to or effect, by any means:

(x) the sale, transfer or other disposition of legal title to any of the assets (tangible or intangible), rights, products or businesses of Buyer or any of its Affiliates (other than, following the Closing, the Business (including the Transferred Subsidiaries, their respective Subsidiaries and the Transferred Assets));

(y) the sale, transfer or other disposition of legal title to any of the assets (tangible or intangible), rights, products or businesses of the Business (including the Transferred Subsidiaries, their respective Subsidiaries and the Transferred Assets); or

(z) any other action of a type not described in either of the immediately preceding clauses (x) or (y) with respect to any of the assets (tangible or intangible), rights, products or businesses of Buyer and its Affiliates (including, following the

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Closing, the Business (including the Transferred Subsidiaries, their respective Subsidiaries and the Transferred Assets);

unless, in the case of clauses (y) and (z), any such action, individually or in the aggregate with any other actions taken pursuant to this Section 5.4(c), would not and would not reasonably be expected to result in a material adverse effect on (1) Buyer and its Subsidiaries, taken as a whole (including the reasonably anticipated benefits (financial or otherwise) to Buyer of the Transaction, and assuming, for these purposes that, Buyer and its Subsidiaries, taken as a whole, are the same size as the Business, taken as a whole), or (2) the Business (including the Transferred Subsidiaries, their respective Subsidiaries and the Transferred Assets), taken as a whole (any action Buyer or its Affiliates is not required to take as a result of clauses (x), (y), or (z), a “Burdensome Action”); and

(B) any obligation of Buyer to take any action described in this Section 5.4(c) shall be subject to the right of Buyer, in Buyer’s reasonable discretion, to take reasonable periods of time in order to advocate and negotiate with any applicable Governmental Entity with respect to such actions, provided, that such advocacy and negotiation would not be reasonably likely to cause the Closing to not occur.

If so requested by ▇▇▇▇▇, Seller shall cause the Business and/or the Transferred Subsidiaries and their respective Subsidiaries to agree to take any and all actions (including, but, for the avoidance of doubt, not limited to, Burdensome Actions) that are conditioned on the Closing.

Section 5.5 Third-Party Consents.

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Section 5.6 Tax Matters.

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Section 5.7 Post-Closing Obligations of the Business to Certain Employees.

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Section 5.8 Insurance.

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Section 5.9 Non-Solicitation. Seller agrees that, for the period commencing on the Closing Date and expiring on the second anniversary of the Closing Date, neither it nor any of its Subsidiaries shall directly or indirectly hire, solicit for employment or assist in the hiring or solicitation of, or otherwise induce or encourage to leave the employ of Buyer or any of its Affiliates, any Transferred Employee; provided, however, that this Section 5.9 (a) shall not apply to Applicable Employees or Transferred Employees who have ceased to be employed by Buyer or any of its Affiliates (other than termination for cause) for at least 180 days before the commencement of any activities otherwise prohibited by this Section 5.9 and (b) shall not prohibit general solicitations for employment through advertisements or other means not specifically directed toward employees of Buyer or its Affiliates (including any Transferred Employees) (or from hiring anyone as a result thereof). For the avoidance of doubt, Seller and its Subsidiaries shall be permitted to take any action they are legally required to take in order to comply with local employment Laws.

Section 5.10 Non-Competition.

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Section 5.11 Further Assurances. Subject to the terms and conditions of this Agreement, each Party agrees to promptly execute, acknowledge and deliver, and to cause its Affiliates to promptly execute, acknowledge and deliver, any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the transactions contemplated hereby at the requesting Party’s expense.

Section 5.12 Confidentiality.

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Section 5.13 Publicity. Promptly following the execution and delivery of this Agreement, each of Seller and ▇▇▇▇▇ will issue a separate initial press release announcing the execution and delivery of this Agreement in a form reasonably acceptable to the Buyer (in the case of the Seller’s initial press release) and Seller (in the case of the Buyer’s initial press release). Other than with respect to such initial press releases, Buyer and Seller each shall consult with each other, provide each other with a reasonable opportunity to review and give due consideration to reasonable comments made by each other prior to issuing any press releases or otherwise making public announcements with respect to the Transaction and, to the extent practicable, prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto, except (a) as may be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity and (b) for any such press releases, public announcements or filings that are consistent in all material respects in both tone and substance with disclosures previously made by such Party in accordance with this Section 5.13. Notwithstanding anything to the contrary herein, neither Party shall publicly disclose any information regarding the Transaction, except as provided in Section 5.12 or this Section 5.13.

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Section 5.14 Retained Names. Buyer, on behalf of itself and its Affiliates, acknowledges and agrees that except as provided in the following sentence or as provided in an Ancillary Agreement, neither Buyer nor any of its Affiliates (including, following the Closing, the Transferred Subsidiaries) have acquired or will acquire any right, title or interest in or to the Retained Names (or any goodwill associated therewith), including any right to use or display the Retained Names following the Closing. To the extent any Retained Names were used or displayed in connection with the company names, corporate names, trade names or “doing business as” filings (collectively, “Corporate Identity”) of the Transferred Subsidiaries immediately prior to the Closing, the Transferred Subsidiaries may continue, for a period of time not to exceed 90 days after the Closing Date or, if applicable, until such time change of Corporate Identity is permitted under an applicable Permit (provided, that, Buyer shall, and shall cause its applicable Affiliates to, file all documents and take all actions, in each case, that are necessary to reflect such change under such Permit promptly, and in any event within 90 days, after the Closing Date) (the “Transitional Period”), to use and display such Retained Names solely in connection with the Corporate Identity of the Transferred Subsidiaries in substantially the same manner as they were so used or displayed immediately prior to the Closing. As soon as reasonably practicable after the Closing Date, but in any event prior to the expiration of the Transitional Period, Buyer shall, and shall cause its Affiliates (including, following the Closing, the Transferred Subsidiaries) to, cease all use or display of all Retained Names in the Corporate Identity of the Transferred Subsidiaries and take all steps necessary to remove all Retained Names from the Corporate Identity of the Transferred Subsidiaries. Buyer and its Affiliates (including, following the Closing, the Transferred Subsidiaries) (A) shall ensure that all products and services provided in connection with the Retained Names during the Transitional Period are of a level of quality equal to the quality of goods and services with respect to which Seller and its Affiliates used the Retained Names prior to the Closing, (B) shall not modify the Retained Names as used prior to the Closing in any respect, and (C) at Seller’s reasonable request, shall provide appropriate documentation to confirm compliance with the foregoing. Buyer and its Affiliates (including, following the Closing, the Transferred Subsidiaries) agree that all goodwill arising from any use or display of the Retained Names by Buyer or its Affiliates (including, following the Closing, the Transferred Subsidiaries) will inure solely to the benefit of Seller and its Affiliates.

Section 5.15 Payments to and from Third Parties.

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Section 5.16 Wrong Pockets.

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Section 5.17 Mail and Other Communications. Following the Closing, Seller and its Affiliates may receive mail, packages and other communications (including electronic communications) intended for or properly belonging to Buyer and its Affiliates. Accordingly, at all times following the Closing, (a) Buyer authorizes Seller and its Affiliates to receive and open all mail, packages and other communications received by it and not clearly intended for Buyer or its Affiliates or any of Buyer’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are not related to the Business, the Transferred Assets, the Transferred Subsidiaries or the Assumed Liabilities and (b) to the extent such mail, packages and other communications are related to the Business or the Transferred Assets, the Transferred Subsidiaries or the Assumed Liabilities, Seller shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to Buyer (or, in case the same relate to both the Business, the Transferred Assets, the Transferred Subsidiaries or the Assumed Liabilities and any retained businesses or operations of Seller or any Seller Entity, Excluded Assets or Excluded Liabilities, copies thereof). The provisions of this Section 5.17 are not intended to, and shall not be deemed to, constitute an authorization by Buyer or its Affiliates to permit Seller or any Seller Entity to accept service of process on its behalf, and Seller and its Affiliates are not and shall not be deemed to be the agent of Buyer for service of process purposes or any other purposes.

Section 5.18 Commingled Contracts. The Parties acknowledge that Seller and its Affiliates are parties to the Commingled Contracts, which do not constitute Transferred Assets and relate to both the Business and other businesses of Seller. Prior to the Closing, and for a period of 12 months after the Closing, Seller shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to cooperate and assist Buyer (with each Party bearing its own costs incurred with respect thereto), as Buyer may reasonably request in writing, (a) to enter into and establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Business with any third party which is a counterparty to a Commingled Contract on terms that are equivalent in all material respects, as applied mutatis mutandis, to those contractual rights of Seller or any of its Affiliates under such Commingled Contracts, (b) to assign that portion of such Commingled Contract that is Related to the Business to Buyer or its designated Affiliate or (c) to establish reasonable and lawful arrangements designed to provide Buyer or one of its Affiliates with all the rights, benefits and obligations under such Commingled Contract to the extent Related to the Business; provided, however, that Seller makes no representation or warranty that any third party shall agree to enter into any such contract, contract right, bid, purchase order or other agreement with Buyer on the existing terms of the applicable Commingled Contract or at all. Notwithstanding anything to the contrary set forth in this Section 5.18 to the contrary, (i) none of Seller, Buyer or any of their respective Affiliates shall be required to commence any litigation or pay money or offer or grant any other accommodation (financial or otherwise) to any third party to fulfill its obligation under this

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Section 5.18 and (ii) the obligations set forth in this Section 5.18 shall not apply with respect to any Commingled Contract set forth on Section 5.18 of the Seller Disclosure Letter. Seller shall cooperate with Buyer in good faith to facilitate ▇▇▇▇▇’s efforts to evaluate the Commingled Contracts and determine the treatment thereof under this Section 5.18, including by providing reasonable information requested by Buyer regarding the underlying Commingled Contracts on a “clean team-only” basis and subject to the limitations set forth in Section 5.2(a).

Section 5.19 Commingled Permits. All Commingled Permits will remain with Seller; provided, that, prior to the Closing and for a period of 12 months after the Closing Date, Seller shall, and shall cause each of its Affiliates to, use commercially reasonable efforts to cooperate and assist Buyer (with each Party bearing its own costs incurred with respect thereto), as Buyer reasonably requests in writing, (a) to obtain and establish replacement Permits to be held by Buyer or one of its Affiliates for the Commingled Permits set forth on Section 3.10(a) of the Seller Disclosure Letter, or (b) to establish reasonable and lawful arrangements designed to provide Buyer or one of its Affiliates with all Seller’s or its Subsidiaries’ rights with respect to the Business under such Commingled Permit; and provided, further, that Seller and Buyer make no representation or warranty that any Governmental Entity will agree to issue or grant any such Permit to Buyer or its Subsidiaries. Notwithstanding anything to the contrary set forth in this Section 5.19, in no event shall Seller or Buyer or any of their respective Affiliates be required to commence any litigation or pay money or offer or make any other concession to any Governmental Entity to fulfill its obligations under this Section 5.19.

Section 5.20 Intercompany Arrangements.

Section 5.21 RWI. Promptly following the execution and delivery of this Agreement, Buyer or one of its Affiliates shall bind a buyer-side representations and warranties insurance policy with respect to the representations and warranties of Seller contained in this Agreement (including any excess follow-form policies, the “RWI”) and shall promptly deliver to Seller a

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copy of the binder agreement for such RWI following ▇▇▇▇▇’s receipt thereof. Promptly following Closing, Buyer or one of its Affiliates shall use its reasonable best efforts, including by delivering Closing documentation and paying any applicable premia or underwriting fees, to cause such RWI to be issued. Seller and the Seller Entities and Transferred Subsidiaries shall, and shall direct their representatives to, cooperate and promptly provide the insurer under the RWI and its attorneys with access to all information reasonably requested during normal business hours to complete the due diligence process with respect to the RWI in a manner so as to not unreasonably interfere with the normal operations of the Business. As promptly as possible following issuance of the RWI, ▇▇▇▇▇ shall deliver to Seller a copy of the RWI. The cost of the premiums together with all taxes and application, underwriting or similar fees or expenses in connection with the RWI shall be paid by Buyer. Except in respect of Fraud, Buyer shall not waive, amend or modify the subrogation waiver included in the RWI, or allow such subrogation provision to be waived, amended or modified, without the prior written consent of Seller. From and after the Closing, the RWI will serve as Buyer’s and its Affiliates’ sole recourse for breaches of any representation or warranty of Seller, other than in the case of Fraud.

Section 5.22 Release. Effective as of the Closing, each Party, on behalf of itself and its successors, assigns, representatives, administrators, executors, beneficiaries, agents (collectively, the “Releasing Parties”) and their Affiliates, hereby unconditionally and irrevocably waives releases, remises and forever discharges any rights, claims and Losses of any type that it or any of its Affiliates has had, now has or might now or hereafter have against the other Party, and each of such Party’s individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, Subsidiaries, successors and assigns in respect of, relating to or arising in connection with any matter, thing or cause with respect to the Business that occurred contemporaneously with or prior to the Closing Date, except for any rights, claims and remedies that such Releasing Party has under the terms of this Agreement or any Ancillary Agreement or in the case of Fraud. Each Party, for itself and its Affiliates, acknowledges that it is aware that it or such Affiliate may hereafter discover facts different from or in addition to the facts which it or such Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that it or such Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. The Parties acknowledge that this Section 5.22 is not an admission of liability or of the accuracy of any alleged fact or claim. The Parties expressly agree that this Section 5.22 shall not be construed as an admission in any proceeding as evidence of or an admission by any Party of any violation or wrongdoing.

Section 5.23 Business Guarantees.

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Section 5.24 D&O Indemnification.

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Section 5.25 Release of Encumbrances. Prior to the Closing, Seller agrees to take (or cause to be taken) all commercially reasonable actions to obtain any and all instruments and documents (including lien terminations, releases and instruments of discharge) in form and substance reasonably satisfactory to the Buyer necessary to terminate or release in full, effective as of the Closing Date, any and all Encumbrances (other than, in the case of the Transferred Subsidiary Shares, restrictions on the transferability of securities arising under applicable securities Laws and Encumbrances incurred as a result of actions taken by Buyer or its Affiliates, and, in the case of the Transferred Assets, Permitted Encumbrances) on the Transferred Subsidiary Shares and the Transferred Assets.

Section 5.26 Transition Planning; Data Migration. During the period from the Execution Date until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, the Parties shall cooperate in good faith to agree on a non-binding plan (the “Transition Plan”) for Seller to extract and migrate to Buyer or its designated Affiliates all Migrated Data using a mechanism and in a form and format to be agreed by the Parties in good faith (it being understood that the Seller shall not be required to reformat any Migrated Data, or to comply (or to ensure that the migration of any such Migrated Data complies) with any system requirements other than the Seller’s current system requirements), in each case, as promptly as reasonably practicable following the Closing (collectively, the “Transition”). During the period from the Execution Date until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Seller shall use commercially reasonable efforts to make available for reasonable consultation with Buyer those employees and third-party providers with knowledge regarding the Services and other components of the Transition, including participation in any joint workshops between the Parties to agree and finalize (a) the scope, term and pricing of the Services, (b) further detailing the Services by function and region and Retained Overhead (as defined in the Transition Services Agreement) by region to permit, where feasible, the partial termination or reduction (including by region) of Services and Retained Overhead, and (c) the mechanism, form and format for migration of the Migrated Data (it being understood that the Seller shall not be required to reformat any Migrated Data, or to comply (or to ensure that the migration of any such Migrated Data complies) with any system requirements other than the Seller’s current system requirements). Unless otherwise set forth in the Transition Plan or Schedule VII of the Transition Services Agreement, each Party shall bear costs and expenses applicable to such Party’s responsibilities under the Transition Plan, including, with respect to Seller, all costs and expenses related to data extraction from Seller’s and its Affiliates’ systems, and, with respect to Buyer, all costs and expenses related to integration of such data into Buyer’s systems. Notwithstanding anything to the contrary herein, no breach by Seller or its Affiliates of its or their obligations under this Section 5.26 shall constitute a breach of this Agreement by Seller or its Affiliates for purposes of Article VI or Article VIII.

Section 5.27 Site Services Agreement. During the period from the Execution Date until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, the Parties shall negotiate in good faith the terms of the Site Services Agreement as promptly as practicable following the Execution Date (and in any event prior to the Closing) to be entered into and effective as of the Closing Date, which terms shall be substantially consistent with the terms set forth in the term sheet attached as Exhibit F (with such changes as may be reasonably agreed to by both Seller and Buyer); provided that if the Parties or their Affiliates are unable to enter into a definitive Site Services Agreement by the Closing, the Closing shall proceed without

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the execution of the Site Services Agreement, all the terms and conditions in the term sheet attached as Exhibit F shall be binding on the Parties, and the Parties shall cause any respective Affiliate that is named therein as a party to the Site Services Agreement to comply with the terms thereof.

Section 5.28 Product Supply Agreement Costing Schedule.

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Article VI

CONDITIONS TO CLOSING

Section 6.1 Conditions to Each Party’s Obligation to Consummate the Transaction. The obligation of each Party to consummate the Transaction is subject to the satisfaction or written waiver (if permissible under applicable Law) by the Parties at or prior to the Closing of each of the following conditions:

Section 6.2 Conditions to Obligations of Buyer. The obligation of Buyer to consummate the Transaction is also subject to the satisfaction or written waiver (if permissible under applicable Law) by Buyer at or prior to the Closing of each of the following conditions:

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Section 6.3 Conditions to Obligations of Seller to Consummate the Transaction. The obligation of Seller to consummate the Transaction is also subject to the satisfaction or written waiver (if permissible under applicable Law) by Seller at or prior to the Closing of each of the following conditions:

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Section 6.4 Frustration of Closing Conditions. A Party may not rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was principally caused by such Party’s breach of any obligation or agreement under this Agreement.

Article VII

Indemnification

Section 7.1 No Survival; RWI.

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Section 7.2 Indemnification by Seller.

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Section 7.3 Indemnification by ▇▇▇▇▇. Following the Closing, Buyer shall indemnify, defend, hold harmless and reimburse Seller and Seller’s Affiliates and their respective successors and permitted assigns, in their capacity as such (collectively, the “Seller Indemnified Parties”), (a) for, from and against all Losses actually incurred or suffered by the Seller Indemnified Parties resulting from, arising out of or relating to (i) the breach of any Post-Closing Covenant of Buyer or (ii) any Assumed Liabilities or (b) pursuant to Section 2.11(a) (but only if and to the extent, with respect to any Transferred Contract, Buyer also receives the rights and benefits of such Transferred Contract pursuant to Section 2.11), Section 5.7(b), or Section 5.23.

Section 7.4 Claim Procedures.

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Section 7.5 Losses and Recoveries.

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Section 7.6 Payments.

Section 7.7 Minimizing and Mitigating Losses. Each Indemnified Party shall take all commercially reasonable actions to minimize and mitigate any indemnifiable Loss (including by taking any commercially reasonable actions requested by the Indemnifying Party), at the Indemnifying Party’s cost and expense.

Section 7.8 Exclusive Remedies and No Rights Against Nonparties.

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Article VIII

TERMINATION

Section 8.1 Termination. This Agreement may be terminated at any time prior to the Closing:

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Section 8.2 Effect of Termination. In the event of termination of this Agreement pursuant to this Article VIII, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its representatives or Affiliates); provided, however, that (a) except as provided in Section 8.3(b), no such termination shall relieve any Party of any liability or damages to the other Party resulting from any Fraud or any Willful Breach of a covenant in this Agreement that occurred prior to such termination and (b) the provisions set forth in this Section 8.2, Article IX (Miscellaneous) and in the Confidentiality Agreement shall survive the termination of this Agreement.

Section 8.3 Termination Fee.

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then Buyer shall pay to the Seller the Buyer Termination Fee, by wire transfer (to an account designated by the Seller) in immediately available funds within five (5) Business Days after such termination.

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Article IX

MISCELLANEOUS

Section 9.1 Notices. All notices and other communications to be given or made hereunder shall be in writing and shall be deemed to have been duly given or made on the date of delivery to the recipient thereof if received prior to 5:00 p.m. in the place of delivery and such day is a Business Day (or otherwise on the next succeeding Business Day) if (a) served by personal delivery or by an internationally recognized overnight courier service to the Person for whom it is intended, (b) by registered or certified mail, return receipt requested, or (c) sent by email, as provided in this Section 9.1; provided, that the email is confirmed orally or in writing by the recipient thereof (excluding out-of-office replies or other automatically generated responses) or is followed up within one Business Day after email by dispatch pursuant to one of the other methods described herein:

 

To Buyer:

 

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		The Yokohama Rubber Company, Limited
		2-1 Oiwake, Hiratsuka City
		Kanagawa 254-8601 Japan
		Email:
		Attn: Corporate Planning Department;
		Legal Department
With a copy (which shall not constitute notice) to:
		Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP
		▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
		5-3-1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-ku
		Tokyo 107-6336 Japan
		Attn:
		Email:
		Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ LLP
		▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
		New York, NY 10007
		Attention:
		Email:
To Seller:
		The Goodyear Tire & Rubber Company
		▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
		Akron, OH 44316-0001
		Attn:
		Email:
With a copy (which shall not constitute notice) to:
		▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
		New York, NY 10004-2498
		Attn:
		Email:

 

or to such other Person or addressees as may be designated in writing by the Party to receive such notice as provided above; provided, however, that, for the avoidance of doubt, copies shall be provided to outside counsel for convenience only, such copies shall not, in and of themselves, constitute notice and the failure to provide any such copy shall not alter the effectiveness of any notice or other communication otherwise duly made or given.

Section 9.2 Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an

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amendment, by both ▇▇▇▇▇ and Seller, or in the case of a waiver, by the Party granting the waiver. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 9.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other Party, except that either Party may assign any of its rights under this Agreement to one or more of its wholly owned Subsidiaries; provided, however, that no such assignment shall relieve either Party of any of its obligations hereunder. Any purported assignment in violation of this Agreement is void.

Section 9.4 Third-Party Beneficiaries; Parties in Interest. Except as provided in Section 5.24, which are intended to benefit, and to be enforceable by, the parties specified therein, there shall be no third-party beneficiaries of this Agreement, any Ancillary Agreement or any exhibit, annex or schedule hereto or thereto, and none of them shall confer on any Person other than the parties hereto and thereto any claim, cause of action, right or remedy, including any right to contract or any right to employment or continued employment. Without limiting the foregoing sentence, no direct or indirect holder of any equity interests or securities of either Seller or Buyer (whether such holder is a limited or general partner, member, stockholder or otherwise), nor any officer, director, agent, representative or Affiliates of either Seller or Buyer, nor any controlling Person of Buyer, Seller or their respective Affiliates, shall have any Liability or obligation arising under this Agreement or the Transaction.

Section 9.5 Expenses. Except as otherwise provided in this Agreement and the Ancillary Agreements and whether or not the transactions contemplated by this Agreement and the Ancillary Agreements are consummated, all costs and expenses (including fees and expenses of counsel and financial advisors, if any) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. Buyer shall be responsible for the payment of fees required to be made in connection with filings to be made under the HSR Act and in respect of all other Required Approvals, and each Party shall be responsible for its respective fees and expenses resulting from any request, investigation or litigation arising therefrom.

Section 9.6 Bulk Sales. Buyer acknowledges that Seller and its Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale, bulk transfer Laws or similar Laws of any jurisdiction. Seller and Buyer hereby agree to waive compliance with any such applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the transactions contemplated hereby. Any Liability arising out of the failure of Seller to comply with the requirements of any applicable bulk sale or bulk transfer or similar Laws of any jurisdiction shall be treated as an Excluded Liability.

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Section 9.7 Entire Agreement. This Agreement (including any exhibits or schedules hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties with respect to the subject matter hereof and thereof; provided, however, that each Party acknowledges and agrees that the Confidentiality Agreement shall automatically terminate and be of no further force or effect at and as of the Closing and this Agreement supersedes any provision to the contrary in the Confidentiality Agreement.

Section 9.8 Fulfillment of Obligations. Any obligation of any Party to any other Party under this Agreement, or any Party under any of the Ancillary Agreements, which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.

Section 9.9 Governing Law and Venue; Waiver of Jury Trial; Specific Performance.

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Section 9.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. The Parties understand and agree that delivery of a signed counterpart signature page to this Agreement, any Ancillary Agreement or any amendment to this Agreement or any Ancillary Agreement by electronic mail in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall constitute valid and sufficient delivery thereof and shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to this Agreement or to any such agreement or instrument shall raise the use of electronic means to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic means as a defense to the formation of a contract, and each Party hereto forever waives any such defense.

Section 9.11 Interpretation; Construction.

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Section 9.12 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority of competent jurisdiction to be invalid, void or unenforceable, or the application of such provision, covenant or restriction to any Person or any circumstance is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the original intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision, covenant or restriction to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction, and the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, in each case, for so long as the economic and legal substance of the Transaction is not fundamentally changed in a manner materially adverse to any Party.

Section 9.13 Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege.

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Section 9.14 Obligations of Buyer and of Seller. Whenever this Agreement requires a Subsidiary of Buyer to take any action, such requirement shall be deemed to include an undertaking on the part of Buyer to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of Seller to take any action, such requirement shall be deemed to include an undertaking on the part of Seller to cause such Subsidiary to take such action.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as of the date first written above.

 

THE GOODYEAR TIRE AND RUBBER COMPANY
By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Title:	Executive Vice President and Chief Financial Officer
THE YOKOHAMA RUBBER COMPANY, LIMITED
By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title:	Chairman & CEO, Chairman of the Board

 

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