Common use of Excluded Businesses Clause in Contracts

Excluded Businesses. Buyer and Seller each acknowledge and agree that the transfer of the Business, including the transfer of the Acquired Assets, Designated Employees and assumption of the Assumed Liabilities, in each of the Local Transfer Jurisdictions (the Business in any such jurisdiction, an “Excluded Business”) shall not be effectuated by this Agreement, but instead shall be effectuated subject to and in accordance with the Local Transfer Agreement applicable to such jurisdiction and the following: (a) From the Closing Date until the date (if any) on which any Excluded Business is transferred (each, a “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement, Seller, with the reasonable cooperation of Buyer, shall operate the Excluded Business in the ordinary course of business in all material respects and subject to the limitations set forth in Sections 6.1 and 6.2, except that such covenants shall extend until the date any Excluded Business is transferred instead of the Closing Date, taking into account the transfers contemplated by this Agreement. In addition, prior to a Local Transfer Date, Seller shall, and shall cause each applicable Subsidiary, to the greatest extent permitted by applicable Law, to follow the directions and decisions of Buyer and its Affiliates as to the conduct of the applicable Excluded Business, including decisions with respect to remuneration of and hiring or firing of Employees of the Business in the Local Transfer Jurisdictions, acquisition or disposition of Acquired Assets, incurrence of Assumed Liabilities, amendments to, renewals or terminations of, or entry into of Transferred Contracts, relations with customers, vendors and suppliers, and settlement, conduct or initiation of Actions, in each case regardless of whether or not in the ordinary course of business. (b) From the Closing Date until the applicable Local Transfer Date, Seller and Buyer shall cooperate in good faith to implement a mutually agreeable arrangement under which Buyer or any of its Subsidiaries, as applicable, would, in compliance with Law and applicable third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Excluded Businesses in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer or any of its Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Buyer or any of its Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Authority) associated with such Excluded Businesses.

Excluded Businesses. Buyer Each of the Purchaser, Sellers and Seller each acknowledge the Companies acknowledges and agree agrees that the transfer of the Business, including the transfer of the Acquired Business Assets, Designated Business Employees and assumption of the Assumed Liabilities, in each of the Local Transfer Jurisdictions (the Business in any such jurisdiction, an “Excluded Business”) shall not be effectuated by this Agreement, but instead shall be effectuated subject to and in accordance with the Local Transfer Agreement applicable to such jurisdiction and the following: (a) From the Closing Date until the date (if any) on which any Excluded Business is transferred (each, a the “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement, SellerSellers, with the reasonable cooperation of Buyerthe Purchaser and the Companies, shall operate the Excluded Business in the ordinary course of business in all material respects and subject to the limitations set forth in Sections 6.1 and 6.2Section 6.01, except that such covenants shall extend until the date any Excluded Business is transferred instead of the Closing Date, taking into account the transfers contemplated by this Agreement. In addition, prior to a Local Transfer Date, Seller Sellers shall, and shall cause each applicable SubsidiarySubsidiary to, consider in good faith and take into account any reasonable request by the Purchaser with respect to the greatest extent permitted by applicable Law, to follow the directions and decisions of Buyer and its Affiliates as to the conduct of the an applicable Excluded Business, including decisions with respect to remuneration of and hiring or firing of Employees of the Business in the Local Transfer Jurisdictions, acquisition or disposition of Acquired Assets, incurrence of Assumed Liabilities, amendments to, renewals or terminations of, or entry into of Transferred Contracts, relations with customers, vendors and suppliers, and settlement, conduct or initiation of Actions, in each case regardless of whether or not in the ordinary course of business. (b) From the Closing Date until the applicable Local Transfer Date, each Seller and Buyer the Purchaser shall cooperate in good faith to implement a mutually agreeable arrangement under which Buyer the Companies or any of its their respective Subsidiaries, as applicable, would, in compliance with Law and applicable third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Excluded Businesses in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer the Companies or any of its their Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Buyer the Companies or any of its their Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Authority) associated with such Excluded Businesses. (c) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any conflict or inconsistency between the terms and provisions of this Agreement and those of any Local Transfer Agreement, the terms and conditions of this Agreement shall control.

Excluded Businesses. Buyer and Seller each acknowledge and agree that the transfer of the Business, including the transfer of the Acquired Assets, Designated Employees and assumption of the Assumed Liabilities, in each of the Local Transfer Jurisdictions (the Business in any such jurisdiction, an “Excluded Business”) shall not be effectuated by this Agreement, but instead shall be effectuated subject to and in accordance with the Local Transfer Agreement applicable to such jurisdiction and the following: (a) From The Purchase Agreement is hereby amended by replacing the Closing Date until the date (if any) words “on which any Excluded Business is transferred (each, a the “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement, Seller, ” with “on which the relevant Deferred U.K. Company is transferred (the “Local Transfer Date”)” in the first sentence of Section 6.12(a). (b) The Purchase Agreement is hereby amended by replacing the second sentence of Section 6.12(a) in its entirety with the reasonable cooperation of Buyer, shall operate the Excluded Business in the ordinary course of business in all material respects and subject to the limitations set forth in Sections 6.1 and 6.2, except that such covenants shall extend until the date any Excluded Business is transferred instead of the Closing Date, taking into account the transfers contemplated by this Agreement. following: “In addition, following the Closing and prior to a the applicable Local Transfer Date, Seller Sellers shall, and shall cause each applicable Subsidiary, to the greatest extent permitted by applicable Law, Contracts, Employee Plans and Labor Agreements, to follow the directions and decisions of Buyer Purchaser and its Affiliates Affiliates, at Purchaser’s sole cost and expense, as to the conduct of the applicable Excluded Business, including decisions with respect to remuneration of and hiring or firing of Employees of the Business in the Local Transfer Jurisdictions, acquisition or disposition of Acquired Assets, incurrence of Assumed Liabilities, amendments to, renewals or terminations of, or entry into of Transferred Contracts, relations with customers, vendors and suppliers, and settlement, conduct or initiation of Actions, in each case regardless solely to the extent that the actions or omissions contemplated by such directions and decisions (i) would not be materially outside of whether or not in the ordinary course of business. business for the relevant Excluded Business or (ii) are set forth on Exhibit H (which Exhibit may be updated from time to time by written agreement of Purchaser and Sellers, acting reasonably and in good faith). Notwithstanding anything to the contrary set forth herein, none of the Sellers or any of their applicable Subsidiaries shall be required to take any action that, in such Seller’s or the applicable Subsidiary’s reasonable judgment, after consultation with legal counsel, would (a) constitute a violation of applicable Law, (b) From constitute a breach of or default under any Contract, Employee Plan or Labor Agreement, or (c) give rise to any non-monetary penalty or remedy against any Seller Indemnified Party or to any Covered Losses for which Purchaser has not agreed in writing to indemnify and hold harmless the Seller Indemnified Parties. The transferee under each Local Transfer Agreement (except in respect of India, Thailand, Singapore, Indonesia and Saudi Arabia) shall be a Deferred U.K. Company or its newly formed wholly-owned direct or indirect Subsidiary, and on each Local Transfer Date U.K. Sellco will sell and transfer to the Purchaser all of the issued and then-outstanding equity interests in the relevant Deferred U.K. Company (together with rights to any dividends declared in respect thereof following the Closing Date until Date) in exchange for its allocated portion of the applicable Purchase Price. The Transferee under the Local Transfer DateAgreement in respect of India shall be Musarubra Software India Private Limited (“Musarubra India”), Seller a wholly-owned Subsidiary of the U.K. Company. On repayment of the part of the LLC Receivable attributable to the Excluded Business in India, Purchaser shall (i) procure that (x) the Companies use the funds received to capitalize Musarubra India, (y) Musarubra India enter into the Local Transfer Agreement and Buyer shall (z) Musarubra India use the funds received to pay the consideration under such Local Transfer Agreement and (ii) cooperate in good faith to implement a mutually agreeable arrangement under which Buyer or any effectuate the transfer of its Subsidiariesthe Excluded Business in India to Musarubra India. A similar process shall be adopted for the transfer of the Excluded Business in each of Thailand, as applicableSingapore, wouldIndonesia and Saudi Arabia, and the Parties shall cooperate to effectuate the transfer of the Excluded Business in compliance with Law and applicable third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Excluded Businesses those jurisdictions in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer or any of its Subsidiaries, such process.” (c) The Purchase Agreement is hereby amended by adding a new Exhibit H in the form attached hereto as applicable, or under which the applicable transferors would enforce for the benefit of Buyer or any of its Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Authority) associated with such Excluded BusinessesAnnex I hereto.

Excluded Businesses. Buyer and Seller each acknowledge and agree that the transfer of the Business, including the transfer of the Acquired Assets, Designated Employees and assumption of the Assumed Liabilities, in each of the Local Transfer Jurisdictions (the Business in any such jurisdiction, an “Excluded Business”) shall not be effectuated by this Agreement, but instead shall be effectuated subject to and in accordance with the Local Transfer Agreement applicable to such jurisdiction and the following: (a) From the Closing Date until the date (if any) on which any Excluded Business is transferred (each, a “Local Transfer Date”) pursuant to the applicable Local Transfer Agreement, Seller, with the reasonable cooperation of Buyer, shall operate the Excluded Business in the ordinary course of business in all material respects and subject to the limitations set forth in Sections 6.1 and 6.2, except that such covenants shall extend until the date any Excluded Business is transferred instead of After the Closing Date, taking into account Purchaser shall have the option to, or to cause any of its Affiliates to, require Sellers and Sellers’ Affiliates to transfer to Purchaser or one of its Affiliates any of the generic development, manufacture and distribution businesses of Sellers and Sellers’ Affiliates for generic drugs and specialty products in the Excluded Jurisdictions (the “Excluded Businesses”). Purchaser may notify Seller of the exercise of such option with respect to any Excluded Businesses only within the first two years after the Closing Date. In consideration for the transfer of any Excluded Business, Purchaser’s only payment obligation in connection with such transfers shall be to pay to Sellers and Sellers’ Affiliates the actual costs incurred by Sellers and Sellers’ Affiliates in separating the Excluded Businesses of Sellers and Sellers’ Affiliates from any other businesses of Sellers and Sellers’ Affiliates (including transfer taxes and value added taxes and restructuring costs, including any required severence costs), provided that (i) such transfers shall be on a “debt free” and “cash free” basis and (ii) Purchaser or its Affiliates may only acquire Excluded Businesses if it also acquires all Excluded Businesses in the same region (which shall be categorized as Latin America, Eastern Europe and Asia). Sellers and Sellers’ Affiliates, on the one hand, and Purchaser, on the other hand, shall negotiate all applicable definitive documentation in good faith and in an orderly fashion after the Closing Date. Sellers and Sellers’ Affiliates shall use their reasonable best efforts to separate as soon as practicable but in an orderly fashion after the Closing Date the respective Excluded Businesses from any other businesses of Sellers and Sellers’ Affiliates. Sellers and Sellers’ Affiliates shall after the Closing Date undertake the actions under this Section 15.7 in a commercially reasonable manner that preserves the economic value of the transactions contemplated by Section 15.7. Sellers and Sellers’ Affiliates shall consult with Purchaser after the Closing Date regarding such actions and shall reasonably accommodate Purchaser’s requests with respect thereto. It is understood and agreed that none of the provisions in this Section 15.7 shall be required to be complied with to the extent they would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. In addition, prior to a Local Transfer Date, Seller shall, and shall cause each applicable Subsidiary, to the greatest extent permitted by applicable Law, to follow the directions and decisions of Buyer and its Affiliates as to the conduct of the applicable Excluded Business, including decisions with respect to remuneration of and hiring or firing of Employees of the Business in the Local Transfer Jurisdictions, acquisition or disposition of Acquired Assets, incurrence of Assumed Liabilities, amendments to, renewals or terminations of, or entry into of Transferred Contracts, relations with customers, vendors and suppliers, and settlement, conduct or initiation of Actions, in each case regardless of whether or not in the ordinary course of business. (b) From the Closing Date until the applicable Local Transfer Date, Seller and Buyer shall cooperate in good faith to implement a mutually agreeable arrangement under which Buyer or any of its Subsidiaries, as applicable, would, in compliance with Law and applicable third party Contracts, obtain the benefits (including contractual rights) and assume the obligations and bear the economic burdens associated with such Excluded Businesses in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Buyer or any of its Subsidiaries, as applicable, or under which the applicable transferors would enforce for the benefit of Buyer or any of its Subsidiaries, as applicable, any and all of their rights against a third party (including any Governmental Authority) associated with such Excluded Businesses.