European Transfers. (a) GE and Genworth shall cause their relevant respective Subsidiaries to use all commercially reasonable efforts to cause the UK Transfer Plan and the French Transfer Plan to become effective (and to consummate the transactions contemplated thereby and by the French Transfer Agreement) as promptly as practicable. The consideration for the transfers to be effected pursuant to the UK Transfer Plan is set forth in the Debt Release Agreements. The consideration for the transfers to be effected pursuant to the French Transfer Agreement is set forth in Schedule 3.9(a).
European Transfers. If Customer transfers Customer Personal Data to TaskRay that is subject to European Data Protection Laws, and such transfer is not subject to an alternative adequate transfer mechanism under European Data Protection Laws or otherwise exempt from cross-border transfer restrictions, then Customer (as “data exporter”) and TaskRay (as “data importer”) agree that the applicable provisions of the Standard Contractual Clauses shall apply to and govern such transfer and are hereby incorporated herein by reference. In furtherance of the foregoing, the Parties agree that: (a) the execution of this Addendum shall constitute execution of the applicable Standard Contractual Clauses as of the Addendum Effective Date; (b) the relevant selections, provisions, and modifications set forth in Appendix 3 shall apply, as applicable; and (c) if the Standard Contractual Clauses are invalidated, the Parties will take such alternative lawful measures, as may be available and applicable, to continue facilitating the lawful transfer of Customer Personal Data by TaskRay or its Subprocessors.
European Transfers. (b) If the UK Transfer Plan has not taken effect by December 31, 2004, GE and Genworth shall cause all of the outstanding shares of capital stock of FACL promptly thereafter to be transferred to Genworth.
