Cash Repatriation. (a) As provided in the proviso to clause (ii)(B) of Section 2.3(c), all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 (“June 30 Cash”) is to be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries). Schedule I to this Amendment (the “Cash Repatriation Schedule”) sets forth for purposes of this Section 2.4 (i) the aggregate amount of June 30 Cash, (ii) the amount of June 30 Cash that is held in Subsidiaries of CIH in jurisdictions outside of the United States (“Foreign Cash”) and (iii) the steps pursuant to which the Foreign Cash shall be transferred to Seller or one of its Affiliates (such steps, together with the loan from UK newco to CIMS Limited UK made in connection with the transactions contemplated by the steps (“Indemnified Loan”) and the unwinding of the Indemnified Loan, collectively, the “Indemnified Transactions”).
(b) The parties understand and agree that (i) the Foreign Cash shall be transferred to Seller or one of its Affiliates pursuant to the steps outlined on the Cash Repatriation Schedule and (ii) notwithstanding anything to the contrary set forth in the Agreement, the execution and delivery of all documents, and the performance of all actions, contemplated by, or necessary or advisable, to effectuate the steps set forth on, the Cash Repatriation Schedule shall not constitute a breach or violation of any of the terms of, or cause a failure to be satisfied of any condition under, the Agreement.
(c) Seller shall pay all stamp duties, capital and transfer Taxes required to be paid with respect to the Indemnified Loan and capital contributions set forth in the Cash Repatriation Schedule before the Closing Date. Notwithstanding any other provisions of this Agreement, including any of the limitations on indemnification or remedies contained herein, Seller share bear all out-of-pocket costs (“Costs”) of the Indemnified Transactions, whether incurred before or after the Closing Date, and shall indemnify and hold Buyer and its Affiliates harmless against all such Costs. (For the avoidance of doubt, Costs shall not include the principal amount of, and interest with respect to, the Indemnified Loan.) Such Costs shall include, but not be limited to, (i) any Cost that would not have been incurred if the Indemnified Transactions had not occurred, including, but not limited to any incremental Tax Cost incurred by Buyer ...
Cash Repatriation. (a) The Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause the amount of Available Funds as of the beginning of the day on which the Closing will be required to occur pursuant to Section 1.2 (ignoring for this purpose the condition set forth in Section 6.3(d)) to be equal to or greater than the Funding Amount by, among other actions, (i) effectuating the transfer (including by intercompany loan or otherwise) of cash held by the Company’s Subsidiaries outside the United States to commercial bank accounts of the Company in the United States and (ii) liquidating short-term investments in the United States shortly prior to the Closing, in each case considering efficiencies with respect to out-of-pocket costs and Taxes, and in any event in accordance with applicable Law.
(b) The Company and its Subsidiaries shall not be required to take any action pursuant to Section 5.16(a) to the extent that such action would reasonably be expected to (i) materially and adversely affect the ability of the Company and the Company Subsidiaries to operate their respective businesses in the ordinary course of business, consistent with past practice or (ii) be prohibited by Law.
(c) The Company shall consult with Parent regarding the transactions contemplated by this Section 5.16, including the manner in which they are proposed to be conducted and any related Tax liability and, upon the reasonable request of Parent, provide updates to Parent regarding the status of such transactions and its and its Subsidiaries’ respective cash balances.
(d) The Company shall, not less than four (4) Business Days prior to the Closing Date, certify in writing (the “Available Funds Certification”) that the amount of Available Funds as of the opening of business on the date that the Available Funds Certification is provided (the “Certification Date”) is equal to or greater than the Funding Amount.
(e) If the Closing does not occur, Parent shall indemnify and hold harmless the Company and its Subsidiaries from and against any and all losses and out-of-pocket expenses (including early withdrawal penalties but excluding, in all cases, any Taxes, capital losses and losses resulting from market price fluctuations) actually suffered or incurred by them in connection with any action taken pursuant to this Section 5.16.
Cash Repatriation. Permit the aggregate amount of all unrestricted cash and Cash Equivalents (excluding any cash and Cash Equivalents subject to any pledge to any third-party constituting a Permitted Lien) belonging to the Borrower or any Subsidiary (other than Loan Parties) to exceed, at any one time, (i) prior to the Joinder Date, $35,000,000, or (ii) from and after the Joinder Date, $20,000,000.
Cash Repatriation. The Agents shall be reasonably satisfied with the Company and its Subsidiaries' ability to tax efficiently repatriate cash from foreign jurisdictions to service the Loans.
Cash Repatriation. Prior to the Effective Time, the Company will use commercially reasonable efforts to repatriate cash in the amounts and from the jurisdictions shown on Schedule 6.26 (provided that, solely with respect to any such action that would result in any liability for income, withholding or other Taxes on the Company or any of its subsidiaries, the Company shall not be required to take such action unless such action is conditioned on the consummation of the Offer or the Effective Time, whichever is earlier). In furtherance thereof, the Company will cooperate in good faith with Parent and the Sponsor in order to structure appropriately such repatriations (whether as distributions, loans or otherwise).
Cash Repatriation. To the extent requested by Parent, the Company and its Subsidiaries shall cooperate in good faith and use commercially reasonable efforts to repatriate (for U.S. income tax purposes) to the United States from non-U.S. Subsidiaries of the Company an amount of cash in excess of the reasonable needs of the non-U.S. Subsidiaries prior to Closing, as requested by the Parent, in as tax- and cost-efficient manner as reasonably practicable effective immediately prior to the Closing; provided however that the Company (i) may undertake any action it reasonably believes necessary to mitigate risk to the Company and its Subsidiaries from such repatriation should the transactions contemplated by this Agreement not Close and (ii) shall not be required to undertake any action that in its reasonable belief would create a material liability to the Company and its Subsidiaries or any officer or director of the Company or any of its Subsidiaries.
Cash Repatriation. Within ten Business Days after the end of each month (commencing with the month ending on September 30, 2021), each Foreign Subsidiary shall transfer all cash balances standing to the credit of any Deposit Account or Securities Account of such Foreign Subsidiary in excess of $1,000,000 (or its equivalent in a foreign currency at the then prevailing Spot Rate) to one or more Deposit Accounts held by a Credit Party in the United States that, subject to the requirements of Sections 5.19, 5.20 and 5.21, are Controlled Accounts.
Cash Repatriation. If a Non-US Subsidiary makes a Dividend to a member of the Company US Group after the Closing Date and before the Repatriation Cutoff, the following rules shall apply:
(a) If the Dividend is made on a date that is included in a Determination Year of Vivendi Games, the amount of Separate Return Tax Liability (or Adjusted Separate Tax Return Liability, as the case may be) for such Determination Year shall be reduced by the amount of the Repatriation Offset attributable to such Dividend. The parties hereto agree to treat any reduction of the Separate Return Tax Liability made pursuant to this Section 8(a) for Tax purposes as an adjustment to the purchase price of the Company shares acquired by Vivendi and its affiliates pursuant to the Combination Agreement.
(b) If the Dividend is made on a date that is not included in a Determination Year of Vivendi Games, Vivendi shall pay (or cause a subsidiary of Vivendi that is not Company or a subsidiary of Company to pay) to Company an amount equal to the Repatriation Offset attributable to such Dividend no later than ten (10) business days after Vivendi receives notice from Company of the amount of the Repatriation Offset. The parties hereto agree to treat any payment made pursuant to this Section 8(b) for Tax purposes as an adjustment to the purchase price of Company shares acquired by Vivendi S.A. and its affiliates pursuant to the Combination Agreement.
(c) In the case of any particular distribution paid, or proposed to be paid, by a Non-US Subsidiary to the Company in respect of which the Company is, or would become, entitled to receive a Repatriation Offset hereunder, the Company shall furnish to Vivendi a written description of the determination of such Repatriation Offset, setting forth in reasonable detail the computation of such Repatriation Offset, which calculation shall be subject to the reasonable review and approval of Vivendi. Any dispute with respect to such calculation shall be ultimately resolved in accordance with Section 7 hereof.
(d) With respect to any Dividend made on a date that is not included in a Determination Year of Vivendi Games, if, prior to the third anniversary of the Repatriation Cutoff, (I) as a result of any Final Determination, the amount of the Repatriation Tax associated with such Dividend is subsequently increased or decreased from the amount determined at the time of the payment of the amount of the Repatriation Offset or (II) as a result of any change in any Tax Item that affe...
