Within two Business Days after the Sale Shares are delivered in Buyer’s account, and Buyer’s bank, broker, custodian or other nominee within Euronext Paris certifies such delivery in writing, the Buyer shall register the Buyer Shares comprising the Aggregate Consideration with the Finnish Trade Register and enter such Buyer Shares into the book-entry system maintained by Euroclear Finland Ltd.

Assignability. Neither this Agreement nor any rights or obligations hereunder, are assignable by Sellers or the Company, except that Sellers may assign their rights hereunder to an affiliate of Sellers. The rights of Buyer under this Agreement are assignable in part or wholly to any company controlled by, controlling or under common control with Buyer and any assignee of Buyer shall succeed to and be possessed of the rights of Buyer hereunder to the extent of the assignment made; provided, however, that and such assignment by Buyer shall not relieve Buyer of its obligations hereunder. In addition, after the Closing, Buyer may assign all of its rights and/or obligations under this Agreement to any person who acquires either the stock of Buyer or the Company, or substantially all of the assets of the Company; provided, however, that any such assignment by Buyer shall not relieve Buyer of its obligations hereunder.

Representations and Warranties of Buyer to be True; Performance by Buyer

In addition, Buyer may provide to Seller tooling, tools or capital equipment determined by Buyer and Seller to be suitable for use in the Production Facility and Storage Facility (“Buyer Provided Tooling”). The Buyer Provided Tooling and the Seller Provided Tooling are collectively referred to herein as the “Tooling”. Buyer will pay all shipping, transport costs, duties, value added taxes and any other applicable taxes with respect to relocating all Tooling and installing it at the Production Facility. The Buyer Provided Tooling is and shall be at all times the sole and exclusive property of Buyer.

Buyer Guarantor hereby unconditionally and irrevocably guarantees, as a principal and not as a surety, to Seller the prompt and full performance and payment of Buyer’s obligations under this Agreement (the “Buyer Obligations”), and Seller hereby agrees and acknowledges that Buyer Guarantor is a signatory to this Agreement solely for such purpose. Seller may seek remedies directly from Buyer Guarantor with respect to the Buyer Obligations without first exhausting its remedies against Buyer. The liability of Buyer Guarantor hereunder is, in all cases, subject to all defenses, setoffs and counterclaims available to Buyer with respect to performance or payment of the Buyer Obligations. Buyer Guarantor waives presentment, demand and any other notice with respect to any of the Buyer Obligations and any defenses that Buyer Guarantor may have with respect to any of the Buyer Obligations other than as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary contained herein, the guarantee set forth in this Section 10.14 shall terminate and be of no further force or effect upon the earlier to occur of # the Closing and # termination of this Agreement pursuant to Section 9.01, except that the obligations of Buyer Guarantor shall terminate thirty (30) days following the termination of this Agreement pursuant to Section 9.01(d) (unless a Claim is made hereunder prior to the end of such thirty (30) day period, in which case the obligations pursuant to this Section 10.14 shall terminate upon the resolution of such Claim).

Prompt payment discounts will be computed from the latest of: ​. Payment is made when Buyer’s check is mailed or EDI funds transfer initiated. Buyer shall make payment within ​ of Buyer’s receipt of the proper original invoice or Buyer’s receipt of Items, whichever is later.

Settlement of the Buyer Payable and the Smith Payable. The Buyer and Smith hereby agree to settle the Buyer Payable and the Smith Payable for a total amount of $80,000.00 payable to Buyer in accordance with terms of a Promissory Note attached hereto as Exhibit I.

the Buyer Shares constituting the Aggregate Consideration, whether represented by interim shares representing Buyer Shares or final Buyer Shares, have been duly authorized and, upon issuance in accordance with this Agreement, will be issued to the Depositary with good and valid title to such Buyer Shares, free and clear of any lien, claim, charge, encumbrance, security interest, mortgage or adverse claim of whatever nature, and, assuming accuracy of the representations and warranties of the Depositary set forth in Section 5 such Buyer Shares will, upon registration with the Finnish Trade Register, be validly issued, fully-paid and non-assessable, and not subject to any restrictions on the transfer thereof in Finland and, with respect to the final Buyer Shares only, France. No registration of the Buyer Shares, whether represented by interim shares representing Buyer Shares or final Buyer Shares, is required under the U.S. Securities Act of 1933, as amended, for the offer or issuance of the Buyer Shares by Buyer to the Depositary in the manner contemplated herein;

Each Partner shall deliver to Buyer an Assignment of Interest and such other instruments of transfer as Buyer may reasonably request to effect the transfer of the Interests to Buyer.

Defense by [[Aquantia:Organization]]. [[Aquantia:Organization]] shall, at its own expense, defend or settle any suit or proceeding (“Claim”) that is instituted against Buyer to the extent that such claim alleges that any Item sold by [[Aquantia:Organization]] hereunder infringes any duly issued patent or copyright or misappropriates any trade secret and shall pay all damages awarded therein against Buyer or agreed upon in settlement by [[Aquantia:Organization]]. Buyer shall # give [[Aquantia:Organization]] reasonable notice in writing of any such Claim or threat thereof, # permit [[Aquantia:Organization]] sole control, through counsel of [[Aquantia:Organization]]’ choice, to defend and/or settle such Claim. Subject to Supplier’s right to control the defense and any settlement, Buyer may in addition have separate legal counsel participate in the defense on Buyer’s behalf at Buyer’s own expense. Finally, Supplier shall review with Buyer all proposed settlements and Buyer shall have the right to reject any proposed final settlements, such right of rejection being exercised only where the settlement would require Buyer to grant any rights or licenses under Buyer’s intellectual property rights or would cause other non-monetary impact to [[Intel:Organization]].