Common use of Foreign Assets Clause in Contracts

Foreign Assets. (a) On the Closing Date, Sellers shall use reasonable best efforts to cause each of the Foreign Subsidiaries to sell, transfer, assign, convey and deliver, or cause to be sold, transferred assigned, conveyed and delivered to Buyer or the applicable Assignee, and Buyer or such applicable Assignee shall use reasonable best efforts to purchase, all right, title and interest of each of the Foreign Subsidiaries, in, to or under all assets, properties and rights Related to the Business other than the Excluded Assets and any other assets of the type that would have been Acquired Assets had they had been owned by Sellers as of the Closing Date or any minority equity interests held by the Foreign Subsidiaries (collectively, the “Acquired Foreign Assets”), in each case free and clear of any and all Encumbrances of any kind, nature or description and any Claims, other than Permitted Post-Closing Encumbrances. If the transfer of any Acquired Foreign Assets does not occur at the Closing Date, Seller and Buyer shall use reasonable best efforts to complete such transfer as promptly as practicable following the Closing Date and shall enter into such agreements as may be reasonably required to provide Buyer or the applicable Assignee the benefit of such assets until such transfer is consummated. (b) If, at any time prior to the date that is sixty (60) days after the Closing Date, but in no event later than May 3, 2019, Buyer determines (in its sole discretion) that it is necessary or desirable to acquire other minority equity interests in non-U.S. Persons held by Subsidiaries of Seller (other than any Subsidiary who is a Seller) so as to ensure that Buyer or the applicable Assignee shall be able to secure the benefit of the applicable Acquired Foreign Assets, Buyer may elect, by written notice delivered to Sellers, to acquire such equity interests directly from Seller. Following any such election, Buyer and Seller shall promptly execute all documentation required to effectuate the purchase and sale of such equity interests under applicable Law. (c) No purchase of Acquired Foreign Assets or equity interests pursuant to this Section 2.13 shall require the delivery of any additional consideration by Buyer; provided, that to the extent required by applicable Law (including, for the avoidance of doubt, Tax Law), Buyer and Seller shall in accordance with Section 9.3(d) either (i) allocate a portion of the Purchase Price to the purchase of such equity interests or (ii) provide for nominal consideration to be paid by Buyer to Sellers in an amount no greater than the minimum amount required by applicable Law.

Foreign Assets. (a) On the Closing Date, Sellers shall use reasonable best efforts to cause each A list of the Purchased Assets used in foreign operations of the Seller and the Seller Subsidiaries by country (the “Foreign Subsidiaries to sell, transfer, assign, convey and deliver, or cause to Assets”) is set forth on Schedule 1.7(a). The Purchased Assets shall be sold, transferred assignedconveyed, conveyed transferred, assigned and delivered to Buyer or the applicable Assigneedelivered, and Buyer or the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such applicable Assignee shall use reasonable best efforts to purchase, all right, title and interest of each of the Foreign Subsidiaries, in, to or under all assets, properties and rights Related to the Business other than the Excluded Assets and any other assets of the type that would have been Acquired Assets had they had been owned by Sellers as of the Closing Date or any minority equity interests held by the Foreign Subsidiaries (collectively, the “Acquired Foreign Assets”), instruments in each case free and clear of any and all Encumbrances of any kind, nature or description and any Claims, other than Permitted Post-Closing Encumbrances. If the transfer of any Acquired Foreign Assets does not occur at the Closing Date, Seller and Buyer shall use reasonable best efforts to complete such transfer as promptly as practicable following the Closing Date and shall enter into such agreements form as may be reasonably required to provide Buyer or the applicable Assignee the benefit of such assets until such transfer is consummated. (b) If, at any time prior to the date that is sixty (60) days after the Closing Date, but in no event later than May 3, 2019, Buyer determines (in its sole discretion) that it is necessary or desirable appropriate to acquire effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and other minority equity interests in non-U.S. Persons held by Subsidiaries of Seller (other than any Subsidiary who is a Seller) so as to ensure that Buyer or the applicable Assignee instruments and documents shall be able to secure jointly prepared by the benefit of the applicable Acquired Foreign Assets, Buyer may elect, by written notice delivered to Sellers, to acquire such equity interests directly from Seller. Following any such election, Buyer Parties and Seller shall promptly execute all documentation required to effectuate the purchase and sale of such equity interests under applicable Law. (c) No purchase of Acquired Foreign Assets or equity interests pursuant to this Section 2.13 shall require the delivery of any additional consideration by Buyer; provided, that to the extent required by applicable Law (including, for the avoidance of doubt, Tax Law), Buyer and Seller shall in accordance with Section 9.3(d) either include (i) allocate a portion the Xxxx of Sale, (ii) the Assignment and Assumption Agreement, (iii) the Cayman Sale Order, (iv) an allocation of the Purchase Price to the Purchased Assets located within each jurisdiction and (v) to the extent reasonably requested by Purchaser or otherwise required by Law, local asset transfer agreements for each jurisdiction other than the United States (including without limitation the People’s Republic of China in which Purchased Assets or Assumed Liabilities are located (“Local Asset Transfer Agreements”), and (vi) such other agreements as may reasonably be required to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities, and shall be executed no later than at or as of the Closing by the Seller and/or one or more of its Seller Subsidiaries, as appropriate, and Purchaser or one or more of its Subsidiaries, as appropriate. Such assignment, transfer or conveyance shall be effective as of such equity interests times as provided in each respective Transaction Document and shall be subject to the terms and conditions of this Agreement or other Transaction Document. The Foreign Assets shall otherwise be treated as Purchased Assets for all purposes under this Agreement. (b) Purchaser shall use commercially reasonable efforts prior to the Closing Date to establish such foreign subsidiaries necessary to effect the sale of the Purchased Assets held outside of the United States in the jurisdictions listed on Schedule 1.7(b). Purchaser to provide any jurisdictions where Purchaser is assuming assets and does not have an existing subsidiary. To the extent that Purchaser has been unable to complete the formation of any new Subsidiaries required to operate in any such jurisdiction by the Closing Date, Purchaser shall have the right to delay closing the transfer of any assets under any of the Local Asset Transfer Agreements beyond the Closing Date for 60 days from the Closing Date; provided, however, that from and after the Closing Date, Purchaser shall pay directly or reimburse Seller for all direct operating costs related to such Purchased Assets, including lease payments for the subject facility, and shall enter into a secondment agreement with the Seller or its applicable Seller Subsidiary pursuant to which Purchaser shall pay the salary and benefits of the subject Transferred Employees located in such jurisdiction. Between the Closing Date and the date of the closing under each Local Asset Transfer Agreement, Seller and each Seller Subsidiary shall (i) provide access to Purchaser and its Subsidiaries to the Purchased Assets subject to such Local Asset Transfer Agreement, and (ii) provide for nominal consideration allow Purchaser to be paid by Buyer to Sellers conduct business in an amount no greater than such jurisdiction using such Purchased Assets as part of the minimum amount required by applicable LawTransition Agreement.

Foreign Assets. (a) On the Closing Date, Sellers shall use reasonable best efforts to cause each A list of the Purchased Assets used in foreign operations of the Seller and the Seller Subsidiaries by country (the “Foreign Subsidiaries to sell, transfer, assign, convey and deliver, or cause to Assets”) is set forth on Schedule 1.7(a). The Purchased Assets shall be sold, transferred assignedconveyed, conveyed transferred, assigned and delivered to Buyer or the applicable Assigneedelivered, and Buyer or the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such applicable Assignee shall use reasonable best efforts to purchase, all right, title and interest of each of the Foreign Subsidiaries, in, to or under all assets, properties and rights Related to the Business other than the Excluded Assets and any other assets of the type that would have been Acquired Assets had they had been owned by Sellers as of the Closing Date or any minority equity interests held by the Foreign Subsidiaries (collectively, the “Acquired Foreign Assets”), instruments in each case free and clear of any and all Encumbrances of any kind, nature or description and any Claims, other than Permitted Post-Closing Encumbrances. If the transfer of any Acquired Foreign Assets does not occur at the Closing Date, Seller and Buyer shall use reasonable best efforts to complete such transfer as promptly as practicable following the Closing Date and shall enter into such agreements form as may be reasonably required to provide Buyer or the applicable Assignee the benefit of such assets until such transfer is consummated. (b) If, at any time prior to the date that is sixty (60) days after the Closing Date, but in no event later than May 3, 2019, Buyer determines (in its sole discretion) that it is necessary or desirable appropriate to acquire effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. Such transfer and assumption agreements and other minority equity interests in non-U.S. Persons held by Subsidiaries of Seller (other than any Subsidiary who is a Seller) so as to ensure that Buyer or the applicable Assignee instruments and documents shall be able to secure jointly prepared by the benefit of the applicable Acquired Foreign Assets, Buyer may elect, by written notice delivered to Sellers, to acquire such equity interests directly from Seller. Following any such election, Buyer Parties and Seller shall promptly execute all documentation required to effectuate the purchase and sale of such equity interests under applicable Law. (c) No purchase of Acquired Foreign Assets or equity interests pursuant to this Section 2.13 shall require the delivery of any additional consideration by Buyer; provided, that to the extent required by applicable Law (including, for the avoidance of doubt, Tax Law), Buyer and Seller shall in accordance with Section 9.3(d) either include (i) allocate a portion the Xxxx of Sale, (ii) the Assignment and Assumption Agreement, (iii) the Cayman Sale Order, (iv) an allocation of the Purchase Price to the Purchased Assets located within each jurisdiction and (v) to the extent reasonably requested by Purchaser or otherwise required by Law, local asset transfer agreements for each jurisdiction other than the United States (including without limitation the People's Republic of China in which Purchased Assets or Assumed Liabilities are located (“Local Asset Transfer Agreements”), and (vi) such other agreements as may reasonably be required to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities, and shall be executed no later than at or as of the Closing by the Seller and/or one or more of its Seller Subsidiaries, as appropriate, and Purchaser or one or more of its Subsidiaries, as appropriate. Such assignment, transfer or conveyance shall be effective as of such equity interests times as provided in each respective Transaction Document and shall be subject to the terms and conditions of this Agreement or other Transaction Document. The Foreign Assets shall otherwise be treated as Purchased Assets for all purposes under this Agreement. (b) Purchaser shall use commercially reasonable efforts prior to the Closing Date to establish such foreign subsidiaries necessary to effect the sale of the Purchased Assets held outside of the United States in the jurisdictions listed on Schedule 1.7(b). Purchaser to provide any jurisdictions where Purchaser is assuming assets and does not have an existing subsidiary. To the extent that Purchaser has been unable to complete the formation of any new Subsidiaries required to operate in any such jurisdiction by the Closing Date, Purchaser shall have the right to delay closing the transfer of any assets under any of the Local Asset Transfer Agreements beyond the Closing Date for 60 days from the Closing Date; provided, however, that from and after the Closing Date, Purchaser shall pay directly or reimburse Seller for all direct operating costs related to such Purchased Assets, including lease payments for the subject facility, and shall enter into a secondment agreement with the Seller or its applicable Seller Subsidiary pursuant to which Purchaser shall pay the salary and benefits of the subject Transferred Employees located in such jurisdiction. Between the Closing Date and the date of the closing under each Local Asset Transfer Agreement, Seller and each Seller Subsidiary shall (i) provide access to Purchaser and its Subsidiaries to the Purchased Assets subject to such Local Asset Transfer Agreement, and (ii) provide for nominal consideration allow Purchaser to be paid by Buyer to Sellers conduct business in an amount no greater than such jurisdiction using such Purchased Assets as part of the minimum amount required by applicable LawTransition Agreement.