Common use of Completion of Transfers Clause in Contracts

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Date, regardless of when legal title thereto shall be transferred to Buyer. All operations of the Business shall be for the account of the Sellers up to the Effective Time and shall be for the account of Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares or the Acquired Assets is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares or Acquired Assets as nominee for Buyer until completion of such transfers. (b) In the event that (i) the legal interest in the Foreign Sold Shares or the Foreign Acquired Assets, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents required for such transfer have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transfers, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers shall be deferred until such Consents have been obtained. Seller Parent shall, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates to use commercially reasonable efforts to cooperate in obtaining such Consents as may be necessary to complete such transfers as soon as practicable (provided that neither the Sellers nor Buyer or its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VII, the failure of Seller Parent to obtain any required Consents prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Sold Shares or the Acquired Assets which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once such Consents are obtained, Seller Parent shall, and shall cause the Asset Sellers or the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)

Completion of Transfers. (a) The entire beneficial interest Notwithstanding anything else contained in and tothis Agreement, and the risk of loss with respect to, the Sold Shares, the Acquired Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Date, regardless of when legal title thereto shall be transferred to Buyer. All operations of the Business shall be for the account of the Sellers up to the Effective Time and shall be for the account of Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares or the Acquired Assets is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares or Acquired Assets as nominee for Buyer until completion of such transfers. (b) In in the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents documentation necessary under applicable Law, regulation, rule of the Exchange Act or other requirement has not been completed, any waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents documentation is properly completed, waiting or notice period shall have expired or been waived or until such approval, consent or waiver is obtained. Seller Parent shall, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates to use commercially reasonable efforts to cooperate in obtaining such Consents as may be necessary to complete such transfers as soon as practicable (provided that neither the Sellers nor Buyer or its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VII, the failure of Seller Parent to obtain any required Consents prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to transfer or assign to Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law Law, regulation, rule of the Exchange Act or by the terms of any legally binding contract, engagement or commitment Contract to which any of the Sellers or the Sold Companies are Seller is subject, is not transferable or assignable unless such conditions to transfer or assignment have been fulfilled. If any such necessary documentation is not completed, any waiting or notice period has not expired or any consent or approval is not obtained or waived, or if for any reason any assignment or transfer is ineffective, Seller shall cooperate with Buyer in any reasonable arrangement requested by Buyer to provide for Buyer the benefits under the Purchased Assets. (b) Pending the assignments, conveyances and transfers referred to in this Section 2.4, Seller shall hold any such non-transferred or non-assigned Purchased Assets and Assumed Liabilities for the benefit of Buyer and shall cooperate with Buyer, without the consent payment of any other partyadditional consideration by Buyer, unless such consent shall have been given. Once such Consents are obtained, Seller Parent shall, in any lawful and shall cause reasonable arrangements designed to provide the Asset Sellers or the Share Sellers, as the case may be, benefits of ownership thereof to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Purchased Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing DateLiabilities, shall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of the Sellers Huttig up to the Effective Time and shall be for the account of the Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets Huttig shall hold such Sold Shares Purchased Assets or Acquired Assets the Assumed Liabilities as nominee for the Buyer until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or the Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until approval, consent or waiver thereof is obtained. Seller Parent In such event, Huttig shall, and shall cause the Share Sellers at its expense, and the Asset SellersBuyer shall, and Buyer shall and shall cause at its Affiliates to expense, use commercially reasonable efforts to cooperate in obtaining such Consents consents, approvals or waivers as may be necessary to complete such transfers as soon as practicable (provided that neither practicable. Notwithstanding the Sellers nor Buyer forgoing, to the extent a landlord or its Affiliates lessor, under a Material Contract, requires any reasonable administrative, processing, expediting or legal fees to be paid in connection with obtaining the consents or approvals for assignment required under this Agreement, Huttig shall be required to expend money, commence pay any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees)such fee. Subject to Article VIIExcept as set forth in Section 7.2, the failure of Seller Parent Huttig to obtain any required Consents consents or approvals prior to Closing in respect of De Minimis Foreign Transfers shall not affect the Buyer’s obligations obligation to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets whichAssumed Liabilities that, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Huttig is subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once . (c) Pending the assignments, conveyances and transfers referred to in paragraph (b), Huttig shall hold any such Consents are obtainednon-assigned, Seller Parent shall, non-conveyed and non-transferred Purchased Assets or Assumed Liabilities for the benefit and at the risk of the Buyer and shall cause cooperate with the Asset Sellers or Buyer in any lawful and reasonable arrangements designed to provide the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes benefits of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject ownership thereof to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.

Completion of Transfers. Notwithstanding any other provision in this Agreement to the contrary, no asset, claim, right or benefit, the assignment or transfer of which is otherwise contemplated by this Agreement, shall be assigned or transferred if such assignment or transfer (aor attempt to make such an assignment or transfer) The entire beneficial interest in and towithout the consent or approval of a third party would constitute a breach or other contravention of the rights of such third party or would constitute a violation of or be ineffective under applicable Law (such assets, and claims, rights or benefits being collectively referred to herein as “Restricted Assets”) until such consent or approval is obtained, or other action has been taken, at which time such Restricted Asset shall be automatically assigned or transferred. Subject to Section 5.3(e), each party shall use its commercially reasonable efforts to obtain any such consent or approval as promptly as practicable after the risk of loss date hereof. If any such consent or approval is not obtained prior to the Closing, (i) each party shall use its commercially reasonable efforts to obtain any such consent or approval as promptly as practicable, (ii) the assigning party shall endeavor to provide the assignee party, to the extent permitted by applicable Law, with the benefits (including Tax benefits) of, or with respect to, the Sold Sharesapplicable Restricted Asset as if such Restricted Asset had been assigned to the assignee party (including by means of any licensing, operating, subcontracting, sublicensing or subleasing arrangement), if the Acquired Assets same is not prohibited under the applicable Restricted Asset and (iii) the Assumed Liabilities assignee party shall pass bear and indemnify the assigning party for (except to Buyer as the extent resulting from or arising out of the Domestic Closing Datebad faith, regardless willful misconduct or violation of when legal title thereto shall be transferred to Buyer. All operations of the Business shall be for the account of the Sellers up to the Effective Time and shall be for the account of Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares or the Acquired Assets is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares or Acquired Assets as nominee for Buyer until completion of such transfers. (b) In the event that (i) the legal interest in the Foreign Sold Shares or the Foreign Acquired Assets, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents required for such transfer have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transfers, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers shall be deferred until such Consents have been obtained. Seller Parent shall, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates to use commercially reasonable efforts to cooperate in obtaining such Consents as may be necessary to complete such transfers as soon as practicable (provided that neither the Sellers nor Buyer or its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VII, the failure of Seller Parent to obtain any required Consents prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Sold Shares or the Acquired Assets which, as a matter of law or applicable Law by the terms of any legally binding contract, engagement or commitment to which any of assigning party) all the Sellers or the Sold Companies are subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once such Consents are obtained, Seller Parent shall, and shall cause the Asset Sellers or the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(bcosts (including Tax costs), “De Minimis Foreign Transfer” means the shares or assets liabilities, burdens and other Losses incurred with respect to any such Restricted Asset to the extent that it receives the corresponding benefits of, or all of with respect to, the following: (i) PT Terex (Indonesia); applicable Restricted Asset under clause (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located limitation set forth in or subject Section 5.3(e). Notwithstanding anything to the jurisdiction contrary herein, the foregoing provisions of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers this Section 2.11 shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject apply with respect to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Sold Shares.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Purchased Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing DateLiabilities, shall, regardless of when legal title thereto shall be transferred to Buyer, pass to Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of the Sellers Seller up to the Effective Time and shall be for the account of Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares Purchased Assets or Acquired Assets Assumed Liabilities as nominee for Buyer until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until approval, consent or waiver thereof is obtained. In such event, Seller Parent shall, and shall cause the Share Sellers and the Asset Sellersat its expense, and Buyer shall and shall cause at its Affiliates to expense, use commercially reasonable efforts to cooperate in obtaining such Consents consents, approvals or waivers as may be necessary to complete such transfers as soon as practicable (provided that neither practicable. Notwithstanding the Sellers nor Buyer forgoing, to the extent a landlord or its Affiliates lessor, under a Material Contract, requires any reasonable administrative, processing, expediting or legal fees to be paid in connection with obtaining the consents or approvals for assignment required under this Agreement, Seller shall be required to expend money, commence pay any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees)such fee. Subject to Article VIIExcept as set forth in Schedule 6.2, the failure of Seller Parent to obtain any required Consents consents or approvals prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once such Consents are obtained. (c) Pending the assignments, conveyances and transfers referred to in paragraph (b), Seller Parent shallshall hold any such non-assigned, non-conveyed and non-transferred Purchased Assets or Assumed Liabilities for the benefit and at the risk of Buyer and shall cooperate with Buyer in any lawful and reasonable arrangements designed to provide the benefits of ownership thereof to Buyer. (d) Buyer shall bear all costs and expenses associated with the assignment to Buyer, and shall cause the Asset Sellers or the Share Sellersrecordation by Buyer, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Intellectual Property Rights.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Purchased Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Dateshall, regardless of when legal title thereto shall be transferred to Buyer, pass to Buyer at Closing. All operations of the Business shall be for the account of the Sellers Seller up to the Effective Time Closing and shall be for the account of Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Shares, Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares Shares, Purchased Assets or Acquired Assets Assumed Liabilities as nominee for Buyer until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Shares, Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) or if such Foreign Deferred Transfers consist solely of De Minimis Foreign Transfers, then the sale, assignment, transfertransfer or conveyance would result in a termination or material restriction thereunder or constitute a breach thereof or a violation of any Law, conveyance and delivery of then the legal interest in such De Minimis Foreign Transfers Shares, Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been obtainedexpired or until approval, consent or waiver thereof is obtained or until the impracticalities of such sale, assignment, transfer or conveyance are resolved. In such event, Seller Parent shall, and shall cause the Share Sellers and the Asset Sellersat its expense, and Buyer shall and shall cause at its Affiliates to expense, use commercially reasonable efforts to cooperate in obtaining such Consents consents, approvals or waivers as may be necessary to complete such transfers as soon as practicable (provided practicable; provided, however, that neither the Sellers nor Buyer or its Affiliates Seller shall not be required obligated to expend money, commence provide any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VII, the failure of Seller Parent further consideration to obtain such consents, approvals or waivers. Notwithstanding the foregoing, to the extent a landlord or lessor, under a Material Contract, requires any reasonable administrative, processing, expediting or legal fees to be paid in connection with obtaining the consents or approvals for assignment required Consents prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement Agreement, Seller shall pay any such fee (not to exceed $1,500 individually or to pay, or cause to be paid, $10,000 in the Initial Purchase Priceaggregate). Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Sold Shares Shares, Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once such Consents are obtained. (c) Pending the assignments, conveyances and transfers referred to in paragraph (b), Seller Parent shallshall hold any such non-assigned, non-conveyed and non-transferred Shares, Purchased Assets or Assumed Liabilities for the benefit and at the risk of Buyer and shall cause cooperate with Buyer in any lawful and reasonable arrangements designed to provide the Asset Sellers or the Share Sellers, as the case may be, benefits of ownership thereof to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Purchased Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing DateLiabilities, shall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer as of the Effective Time. All operations of the Business SL01DOCS\6494934 shall be for the account of the Sellers Seller up to the Effective Time and shall be for the account of the Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares or the Acquired Purchased Assets is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares or Acquired Purchased Assets as nominee for the Buyer until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date Effective Time because any Consents waiting or notice period has not expired or any consents or approvals required for such transfer have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until approval, consent or waiver thereof is obtained. Seller Parent shall, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates to use commercially reasonable efforts to cooperate in obtaining such Consents consents or approvals as may be necessary to complete such transfers as soon as practicable (provided that neither the Sellers practicable. Neither Parent nor Buyer or its Affiliates Seller shall be required to expend money, commence pay any litigation or offer or grant any accommodation (financial or otherwise) consideration to any third party (other than immaterial filing, recordation or similar fees)to obtain any such consent. Subject to Article VII, the The failure of Seller Parent to obtain any required Consents consents or approvals prior to Closing in respect of De Minimis Foreign Transfers shall not affect the Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Seller is subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once such Consents are obtained. (c) Pending the assignments, conveyances and transfers referred to in paragraph (b), Seller Parent shall, shall hold any such non-assigned Purchased Assets or Assumed Liabilities for the benefit and at the risk of the Buyer and shall cause cooperate with the Asset Sellers or Buyer in any lawful and reasonable arrangements designed to provide the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes benefits of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject ownership thereof to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Purchased Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing DateLiabilities, shall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of the Sellers Huttig up to the Effective Time and shall be for the account of the Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets Huttig shall hold such Sold Shares Purchased Assets or Acquired Assets the Assumed Liabilities as nominee for the Buyer until completion of such transferstransfers and shall cooperate with the Buyer in any lawful and reasonable arrangements designed to provide the benefits of ownership thereof to the Buyer. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or the Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until approval, consent or waiver thereof is obtained. Seller Parent In such event, and notwithstanding any waiver by the Buyer of the closing conditions contained in Section 7.2, Huttig shall, and shall cause the Share Sellers at its expense, and the Asset SellersBuyer shall, and Buyer shall and shall cause at its Affiliates to expense, use commercially reasonable efforts to cooperate in obtaining such Consents consents, approvals or waivers as may be necessary to complete such transfers as soon as practicable (provided that neither practicable. Notwithstanding the Sellers nor Buyer forgoing, to the extent a landlord or its Affiliates lessor, under a Material Contract, requires any reasonable administrative, processing, expediting or legal fees to be paid in connection with obtaining the consents or approvals for assignment required under this Agreement, Huttig shall be required to expend money, commence pay any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees)such fee. Subject to Article VIIExcept as set forth in Section 7.2, the failure of Seller Parent Huttig to obtain any required Consents consents or approvals prior to Closing in respect of De Minimis Foreign Transfers shall not affect the Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Huttig is subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once Notwithstanding the foregoing, if any equipment lease included in the Purchased Assets has not been assigned to the Buyer within 90 days following the Closing Date, then the Buyer shall have the option to require Huttig to exercise any purchase option of Huttig under such Consents are obtained, Seller Parent shall, equipment lease and shall cause the Asset Sellers or the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: either (i) PT Terex (Indonesia); sell such equipment to the Buyer at a price equal to the amount paid by Huttig to the lessor in order to exercise Huttig’s purchase option, or (ii) Hypac continue to lease such equipment to Buyer under the same terms as those in such equipment lease. (Chinac) Pending the assignments, conveyances and transfers referred to in paragraph (b); (iii) Terex NHL (China); (iv) , Huttig shall hold any such non-assigned, non-conveyed and non-transferred Purchased Assets or Assumed Liabilities for the portion benefit and at the risk of the Business Buyer and Acquired Assets located shall cooperate with the Buyer in or subject any lawful and reasonable arrangements designed to provide the benefits of ownership thereof to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Purchased Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Dateshall, regardless of when legal title thereto shall be transferred to Buyer, pass to Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of the Sellers up to the Effective Time and shall be for the account of Buyer Buyers thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares Purchased Assets or Acquired Assets Assumed Liabilities as nominee for Buyer Buyers until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date Effective Time because any waiting or notice period has not expired or any Consents or Approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until Approval, Consent or waiver thereof is obtained. Seller Parent shallIn such event, at Buyers’ option, Buyers may elect to waive the condition to Closing requiring such Consent or Approval and shall cause proceed with the Share Closing or delay Closing until such Consent or Approval is obtained by Sellers and the Asset Sellersdelivered to Buyer. If such Consent or Approval has not been obtained by December 9, and Buyer 2005, Sellers may elect to terminate this Agreement. During any such period, Sellers shall and shall cause its Affiliates to at their expense, use commercially reasonable diligent efforts to cooperate in obtaining seek to obtain such Consents Consents, Approvals or waivers as may be necessary to complete such transfers as soon as practicable practicable. Buyers will cooperate with Sellers efforts with respect thereto at Buyers’ expense. Notwithstanding the foregoing, to the extent a landlord or lessor under an Assumed Contract or Lease requires that a reasonable administrative, processing, expediting or legal fee be paid in connection with obtaining Consent or Approval for assignment, Seller shall pay any such fee. (provided that neither c) In the Sellers nor Buyer or its Affiliates shall be required event Buyers elect to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VII, the failure of Seller Parent to obtain any required Consents close prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement obtaining such Consent or to payApproval, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Sold Shares or the Acquired Assets which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are subject, is not assignable without the consent of any other party, unless such consent shall have been given. Once such Consents are obtained, Seller Parent shall, and shall cause the Asset Sellers or the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia)Sellers shall hold any such non-assigned, non-conveyed and non-transferred Purchased Assets or Assumed Liabilities for the benefit and at the risk of Buyers and shall cooperate with Buyers in any lawful and reasonable arrangements designed to provide the benefits of ownership thereof to Buyers; and (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers Sellers shall not include be deemed to be in breach of any representation, warranty or covenant contained herein as a result of the following: (i) any portion of the Business and Acquired Assets located in not obtaining such Consent or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Approval.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold SharesPurchased Assets, the Acquired Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Dateshall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of the Sellers Seller up to and including the Effective Time and shall be for the account of the Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares Purchased Assets or Acquired Assets Assumed Liabilities as nominee for the Buyer until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until approval, consent or waiver thereof is obtained. Seller Parent shallIn such event, Seller, at its expense, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates designated Affiliates, at their expense, to use commercially reasonable efforts to cooperate in obtaining such Consents consents or approvals as may be necessary to complete such transfers as soon as practicable (practicable. Except as provided that neither the Sellers nor Buyer or its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VIIin Section 7.2, the failure of Seller Parent to obtain any required Consents consents or approvals prior to Closing in respect of De Minimis Foreign Transfers shall not affect the Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law Law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Seller is subject, is not assignable without the consent of any other partyParty, unless such consent shall have been given. Once such Consents are obtained. (c) Pending the assignments, conveyances and transfers referred to in Section 2.7(b), Seller Parent shallshall hold any such non-assigned, non-conveyed and non- transferred Purchased Assets or Assumed Liabilities for the benefit and at the risk of the Buyer and shall cause cooperate with the Asset Sellers or Buyer in any Lawful and reasonable arrangements designed to provide the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes benefits of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject ownership thereof to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.

Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold SharesPurchased Assets, the Acquired Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Dateshall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer at Closing as of the Effective Time. All operations of the Business shall be for the account of the Sellers Seller up to and including the Effective Time and shall be for the account of the Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares Purchased Assets or Acquired Assets Assumed Liabilities as nominee for the Buyer until completion of such transfers. (b) In the event that (i) the legal interest in any of the Foreign Sold Shares Purchased Assets or the Foreign Acquired AssetsAssumed Liabilities to be sold, assigned, transferred or conveyed pursuant to this Agreement, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, transferred or conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents waiting or notice period has not expired or any consents or approvals required for such sale, assignment, transfer or conveyance have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transferswaived, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers Purchased Assets or Assumed Liabilities shall not be deferred sold, assigned, transferred or conveyed unless and until such Consents waiting or notice period shall have been expired or until approval, consent or waiver thereof is obtained. Seller Parent shallIn such event, Seller, at its expense, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates designated Affiliates, at their expense, to use commercially reasonable efforts to cooperate in obtaining such Consents consents or approvals as may be necessary to complete such transfers as soon as practicable (practicable. Except as provided that neither the Sellers nor Buyer or its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VIIin Section 7.2, the failure of Seller Parent to obtain any required Consents consents or approvals prior to Closing in respect of De Minimis Foreign Transfers shall not affect the Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to the Buyer any legal interest in any of the Sold Shares Purchased Assets or the Acquired Assets Assumed Liabilities which, as a matter of law Law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are Seller is subject, is not assignable without the consent of any other partyParty, unless such consent shall have been given. Once such Consents are obtained. (c) Pending the assignments, conveyances and transfers referred to in Section 2.7(b), Seller Parent shallshall hold any such non-assigned, non-conveyed and non-transferred Purchased Assets or Assumed Liabilities for the benefit and at the risk of the Buyer and shall cause cooperate with the Asset Sellers or Buyer in any Lawful and reasonable arrangements designed to provide the Share Sellers, as the case may be, to sell, assign, transfer, convey and deliver any such De Minimis Foreign Transfers. For purposes benefits of this Section 2.10(b), “De Minimis Foreign Transfer” means the shares or assets with respect to any or all of the following: (i) PT Terex (Indonesia); (ii) Hypac (China); (iii) Terex NHL (China); (iv) the portion of the Business and Acquired Assets located in or subject ownership thereof to the jurisdiction of Chile; and (v) the portion of the Business and Acquired Assets located in or subject to the jurisdiction of South Africa. For the avoidance of doubt, De Minimis Foreign Transfers shall not include any of the following: (i) any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Germany; (ii) Terex Mining Australia and any portion of the Business and Acquired Assets located in or subject to the jurisdiction of Australia; (iii)Buyer.