Common use of French Assets; French Liabilities Clause in Contracts

French Assets; French Liabilities. (a) The Parties acknowledge and agree that, under French labor Laws, Symantec (France) SAS will, and Seller will cause Symantec (France) SAS to, as soon as reasonably practicable after the date hereof, consult with and inform its competent works’ council (the “French Works’ Council” and such process of informing and consulting, the “French Consultation Process”) with respect to the offer made by Purchaser to acquire any Purchased Assets located in France (collectively, the “French Assets”) and to assume any Assumed Liabilities located in France (collectively, the “French Liabilities”), with the view to completing the French Consultation Process with the French Works’ Council by way of one of the following (any of the events in clause (i) through (iv) having occurred, the “Completion of the French Consultation Process”): (i) an opinion issued by the French Works’ Council and confirmed in writing; (ii) if the minutes of the meeting during which an opinion described in clause (i) was issued have not been approved by the members of the French Works’ Council within five (5) business days from the date of such meeting, a written statement of the president of the French Works’ Council confirming that the opinion was issued; (iii) the expiration of the maximum period available under applicable Law for the French Works’ Council to issue its opinion, if applicable; or (iv) a decision of the relevant Governmental Entity that the French Consultation Process has been completed. Notwithstanding anything to the contrary contained in this Agreement, unless and until Symantec (France) SAS has executed and delivered to Purchaser a duly executed French Acceptance Notice pursuant to and in accordance with the French Offer Letter: (i) the provisions of this Article II (and only this Article II but excluding this Section 2.12) shall not be effective with respect to the French Assets or the French Liabilities; (ii) for the purposes of this Article II (and only this Article II but excluding this Section 2.12) the French Assets shall not be considered Purchased Assets; (iii) for the purpose of this Article II (and only this Article II but excluding this Section 2.12) the French Liabilities shall not be considered Assumed Liabilities; and (iv) the Purchase Price shall be reduced by the French Purchase Price. (b) For the avoidance of doubt, the Parties hereby acknowledge and agree that, for the purpose of Section 5.2, Section 5.4 and Section 5.15, the French Assets and French Liabilities shall be deemed to be included in the Business and the Purchased Assets and Assumed Liabilities as of the date hereof, and that the Asset Selection Cut-Off Time with respect to the French Assets shall be deemed to be extended until five (5) business days after the Completion of the French Consultation Process. (c) On the terms and conditions set forth in the Offer Letter attached as Exhibit F hereto (the “French Offer Letter”), including the price specified therein (the “French Purchase Price”), Purchaser has irrevocably offered to acquire the French Assets and assume the French Liabilities subject to and in accordance with the terms of this Agreement. In the event that Symantec (France) SAS delivers to Purchaser, following Completion of the French Consultation Process, a duly executed Acceptance Notice, attached as Annex A to the French Offer Letter (the “French Acceptance Notice”), pursuant to and in accordance with the French Offer Letter, (i) all the provisions of this Agreement (including any representations, warranties, indemnities or covenants contained herein) shall be effective with respect to the French Assets and the French Liabilities as of the date hereof, (ii) the French Assets shall be included in the Purchased Assets and the French Liabilities shall be included in the Assumed Liabilities and the Business shall include the French Assets and French Liabilities, and (iii) the Purchase Price shall no longer be reduced by the French Purchase Price (it being understood that the Purchase Price assumes delivery of the French Acceptance Notice and therefore already includes the French Purchase Price). (d) From and after the date Seller receives the French Offer Letter, Seller shall convene the French Works’ Council to a meeting or meetings and use reasonable best efforts to carry out the French Consultation Process in compliance with applicable Law. Seller shall use reasonable best efforts to keep Purchaser apprised of the status of the French Consultation Process and provide Purchaser with copies of any relevant documents or materials prepared for the attention of, or issued by, the French Works’ Council in connection with the French Consultation Process, including copies of the minutes of the meetings where the French Works’ Council’s opinions are delivered.

French Assets; French Liabilities. (a) The Parties acknowledge and agree that, under French labor Laws, Symantec (France) SAS Teradata France will, and Seller will cause Symantec (France) SAS Teradata France to, as soon as reasonably practicable after the date hereof, consult with and inform its competent works’ council (the “French Works’ Council” and such process of informing and consulting, the “French Consultation Process”) with respect to the offer made by Purchaser Buyer to acquire any Purchased the Transferred Assets located in Related to the TMA Business as conducted by Teradata France (collectively, the “French Assets”) and to assume any the Assumed Liabilities located in Related to the TMA Business as conducted by Teradata France (collectively, the “French Liabilities”). Accordingly, with the view to completing the French Consultation Process with the French Works’ Council by way of one of the following (any of the events in clause (i) through (iv) having occurred, the “Completion of the French Consultation Process”): (i) an opinion issued by the French Works’ Council and confirmed in writing; (ii) if the minutes of the meeting during which an opinion described in clause (i) was issued have not been approved by the members of the French Works’ Council within five (5) business days from the date of such meeting, a written statement of the president of the French Works’ Council confirming that the opinion was issued; (iii) the expiration of the maximum period available under applicable Law for the French Works’ Council to issue its opinion, if applicable; or (iv) a decision of the relevant Governmental Entity that the French Consultation Process has been completed. Notwithstanding notwithstanding anything to the contrary contained in this Agreement, unless and until Symantec (France) SAS Teradata France has executed and delivered to Purchaser Buyer a duly executed French original of the Acceptance Notice pursuant to and in accordance with the French Offer Letter: (i) the provisions of this Article II (and only this Article II but excluding this Section 2.122.10) shall not be effective with respect to the French Assets or the French LiabilitiesAssets; (ii) for the purposes purpose of this Article II (and only this Article II but excluding this Section 2.122.10) the French Assets shall not be considered Purchased Transferred Assets; (iii) for the purpose of this Article II (and only this Article II but excluding this Section 2.122.10) the French Liabilities shall not be considered Assumed Liabilities; and (iv) the Base Purchase Price shall be reduced by the French Purchase Price. (b) For the avoidance of doubt, the Parties hereby acknowledge and agree that, for the purpose of Section 5.2, Section 5.4 and Section 5.155.4, the French Assets and French Liabilities shall be deemed to be included in the TMA Business and the Purchased Transferred Assets and Assumed Liabilities as of the date hereof, and that the Asset Selection Cut-Off Time with respect to the French Assets shall be deemed to be extended until five (5) business days after the Completion of the French Consultation Process. (c) On the terms and conditions set forth in the Offer Letter attached as Exhibit F E hereto (the “French Offer Letter”), including the for a purchase price specified therein equal to $208,000 (the “French Purchase Price”), Purchaser Buyer has irrevocably offered to acquire the French Assets and assume the French Liabilities subject to and in accordance with the terms of this Agreement. In the event that Symantec (France) SAS Teradata France delivers to PurchaserBuyer, following Completion completion of the French Consultation Process, a duly executed original of the Acceptance Notice, Notice attached as Annex A B to the French Offer Letter (the “French Acceptance Notice”), ) pursuant to and in accordance with the French Offer Letter, (i) all the provisions of this Agreement (including any representations, warranties, indemnities or covenants contained herein) shall be effective with respect to the French Assets and the French Liabilities as of the date hereofLiabilities, (ii) the French Assets shall be included in the Purchased Transferred Assets and the French Liabilities shall be included in the Assumed Liabilities and the TMA Business shall include the French Assets and French Liabilities, and (iii) the Base Purchase Price shall no longer be reduced by the French Purchase Price (it being understood that the Base Purchase Price assumes delivery of the French Acceptance Notice and therefore already includes the French Purchase Price). . Notwithstanding Section 6.11(g), the Parties shall reasonably cooperate with one another (dincluding by providing information) From and after the date Seller receives the French Offer Letter, Seller shall convene the French Works’ Council to a meeting or meetings and use reasonable best efforts to carry out the French Consultation Process in compliance with applicable Law. Seller shall use reasonable best efforts to keep Purchaser apprised of the status of the French Consultation Process and provide Purchaser with copies of any relevant documents or materials prepared for the attention of, or issued by, the French Works’ Council in connection with the French Consultation Process. (d) The Parties confirm, including copies for the avoidance of the minutes of the meetings where doubt, that, notwithstanding any other provisions in this Agreement, the French Works’ Council’s opinions are deliveredPurchase Price shall not be subject to any adjustment under Section 2.8.