Foreign Cash. Borrowers shall cause (a) each of the UK Guarantors, Canadian Guarantor, and Other Foreign Subsidiaries not to maintain, at any time, more than One Million Five Hundred Thousand Dollars ($1,500,000) in cash in the aggregate and (b) each of the Additional Foreign Subsidiaries not to maintain, at any time, more than Four Hundred Thousand Dollars ($400,000) in cash in the aggregate. On the Closing Date and on the first and fifteenth day of each month thereafter, commencing July 15, 2003, Borrowers shall cause all cash held by UK Guarantors, Canadian Guarantor and the Other Foreign Subsidiaries in excess of One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate and all cash held by the Additional Foreign Subsidiaries in excess of Four Hundred Thousand Dollars ($400,000) in the aggregate to be transferred to Parent and applied to the outstanding balance of the Obligations. Borrowers shall provide to Agent and Lenders within five (5) days of request, but no less often than monthly, information regarding cash balances of UK Guarantors, Canadian Guarantor, and the Foreign Subsidiaries.
Foreign Cash. (a) Solely to the extent there is a Closing Date Foreign Cash Excess, Purchaser shall, and shall cause the Fluids Entities to, use commercially reasonable efforts to, during the period from the Closing Date to the fifteen month anniversary of the Closing Date, distribute the Closing Date Foreign Cash Excess to Purchaser in accordance with the terms, methodologies and procedures set forth on Schedule 2.06 (the “Foreign Cash Excess Distributions”), after which Purchaser shall remit to Seller on a monthly basis, as applicable, in immediately available funds, an amount equal to such Closing Date Foreign Cash Excess (net of any Collection Costs). Purchaser shall, and shall cause the Fluids Entities to, undertake commercially reasonable efforts to minimize any Collection Costs. Seller acknowledges and agrees that the obligations of Purchaser pursuant to this Section 2.06 shall only apply to Foreign Cash held in the accounts of the Active Fluids Entities as of the Effective Time, solely to the extent such accounts are listed on the Closing Balance Sheet, and that in no event shall Purchaser have any obligation to remit any Foreign Cash received by a Fluids Entity from a Person that is not a Fluids Entity following the Effective Time. For the period from the Closing Date to the fifteen month anniversary of the Closing Date, neither Purchaser nor any of its Subsidiaries (including the Fluids Entities) or Affiliates shall have the right to use the Closing Date Foreign Cash Excess for any purpose other than for making the Foreign Cash Excess Distributions pursuant to this Agreement. Notwithstanding anything in this Section 2.06 to the contrary, if the board of managers of Purchaser (the “Purchaser Board”) determines in good faith, as of the time a Foreign Cash Excess Distribution would otherwise be made, after consultation with Seller, that a Foreign Cash Excess Distribution would result in a material risk of default under the Fluids Loan Agreement (the “Tolling Events”), then such obligations under this Section 2.06 shall be tolled until the Purchaser Board determines in good faith, after consultation with the Seller, such Tolling Events are no longer applicable.
Foreign Cash. At and prior to the Closing, Seller shall cause the Company’s non-U.S. Subsidiaries not to loan or advance any amounts to the Company or its U.S. Subsidiaries and any repatriation of funds to the Company or its U.S. Subsidiaries shall only be accomplished through the repayment of existing intercompany loans or the payment of dividends by non-U.S. Subsidiaries of the Company and shall to be done in accordance with all applicable Laws and agreements. With respect to any Dollars not held in the U.S. by the Company or a U.S. Subsidiary of the Company, (i.e., one organized and resident in the United States) as of the Closing (the “Pre-Closing Foreign Cash”), from and after the Closing and until the date that Buyer delivers the Adjustment Notice to the Seller, the Company and its Subsidiaries shall use commercially reasonable efforts to repatriate any Pre-Closing Foreign Cash to the United States and will include such cash (to the extent not already included in the Cash Amount) to the extent actually repatriated by such time (net of any costs or Taxes related to such repatriation) in the calculation of the Proposed Cash Amount; provided that the Company and its Subsidiaries shall not be required to repatriate any amounts required to be held by the applicable Subsidiary of the Company by applicable contract or Law.
Foreign Cash. Borrowers caused not less than $1,000,000 of cash held by foreign Subsidiaries to be transferred to U.S. Borrower and applied to the outstanding balance under the U.S. Revolving Loan on or before September 20, 2002. Borrowers and each of their respective foreign Subsidiaries will not, at any time, maintain more than $1,500,000 in cash in the aggregate for all non-U.S. facilities and operations. Semi-monthly, commencing not later than October 25, 2002, Borrowers shall cause all cash held by foreign Subsidiaries in excess of $1,500,000 in the aggregate to be transferred to U.S. Borrower and applied to the outstanding balance under the U.S. Revolving Loan. Borrowers will provide to Agent and Lenders upon request information regarding foreign Subsidiary cash.
Foreign Cash. Seller shall cause at the Measurement Time the Agreed Foreign Cash to be held by the Purchased Entities (or their Subsidiaries) outside of the United States. The Parties shall reasonably cooperate on the allocation of such Agreed Foreign Cash among the Purchased Entities (or their Subsidiaries) to, as reasonably as practicable under the circumstances, address the ordinary course cash needs of the Business at the Closing.
Foreign Cash. The Company shall not permit cash on hand held by any Foreign Subsidiary, excluding any Foreign Subsidiary organized and operating under the laws of China, to exceed 225% of the cash on deposit in U.S. deposit accounts subject to Account Control Agreements. Any amounts in excess of such amount held by any Foreign Subsidiary, excluding such amounts of any Foreign Subsidiary organized and operating under the laws of China, shall be transferred to a U.S. deposit account of the Company subject to an Account Control Agreement.
