Common use of Repatriation of Cash Clause in Contracts

Repatriation of Cash. (a) Parent may periodically request from the Company (but not more often than once per calendar month), and the Company will reasonably promptly provide, its good faith estimate of the amount of cash held by the non-U.S. Subsidiaries of the Company. If requested by Parent by one or more written notices (each, a “Repatriation Notice”) to the Company, delivered no earlier than fifteen (15) Business Days prior to, and no later than ten (10) Business Days prior to, the anticipated Closing Date (provided that the parties mutually agree that such date is the anticipated Closing Date and each party confirms in good faith to the other parties that it is prepared to consummate the Closing on such date (subject to the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Article VII), the Company and its Subsidiaries will use their respective commercially reasonable efforts to repatriate (whether by distribution, transfer or intercompany loans), in the manner reasonably requested by Parent, any cash held by the non-U.S. Subsidiaries of the Company designated in the Repatriation Notices as reasonably necessary for Parent’s funding of the consummation of the transactions contemplated by this Agreement (including the amounts payable in connection with the consummation of the Merger), such that the amounts set forth in the Repatriation Notices will be available in the bank accounts of the Company no later than the day immediately preceding the Closing Date. Notwithstanding the foregoing, nothing herein shall require the Company or any of its non-U.S. Subsidiaries to distribute, transfer, lend, or cause to be distributed, transferred, or be loaned any amounts (i) to the extent that such distribution, transfer or loan would be reasonably likely to, in the Company’s reasonable determination, interfere with the non-U.S. Subsidiaries’ operating cash needs arising in the ordinary course of business, (ii) to the extent that such distribution, transfer or loan would be subject to withholding or other Taxes or subject the Company and its Subsidiaries to losses or expenses in advance of the Effective Time unless Parent has demonstrated to the Company’s reasonable satisfaction that Parent will meet its obligations pursuant to Section 6.20(b), or (iii) to the extent that such distribution, transfer or loan would violate applicable Law or the Constitutional Documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement. (b) Parent shall promptly, upon request by the Company, reimburse the Company and its Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs and expenses (including any attorneys’ fees and Taxes) incurred by the Company or its Subsidiaries, as applicable, in connection with the actions contemplated by this Section 6.20. Parent shall indemnify and hold harmless the Company and its Subsidiaries (and its and their Representatives) from and against any and all losses, damages, claims, costs or other expenses (including Taxes) suffered or incurred by any of them in connection with the actions contemplated by this Section 6.20. Notwithstanding anything to the contrary in this Section 6.20, Parent shall have no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence unless (i) this Agreement is terminated pursuant to Article VIII or (ii) the Closing shall fail to occur within 10 Business Days of any such distribution, transfer or loan of funds undertaken pursuant to this Section 6.20; provided, however, that Parent shall have no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence if (x) in the case of clause (i), this Agreement is terminated by Parent pursuant to Section 8.1(d) and (y) in the case of clause (ii), and without limitation of the Company’s rights under clause (i), the Company’s breach of this Agreement was the cause of the failure of the Closing to occur within such 10 Business Day period. The Company shall use commercially reasonable efforts to mitigate any losses, damages, claims, costs, Taxes or other expenses subject to reimbursement pursuant to this Section 6.20(b), including by rescinding any distributions, transfers or loans made if permitted by applicable Law and otherwise practicable in the Company’s reasonable discretion.

Repatriation of Cash. (a) Parent may periodically request from the Company (but not more often than once per calendar month), and the Company will reasonably promptly provide, its good faith estimate of the amount of cash held by the non-U.S. Subsidiaries of the Company. If requested by Parent by one or more written notices (each, a “Repatriation Notice”) notice to the Company, delivered no earlier than fifteen (15) Business Days prior to, and no later than ten (10) Business Days prior to, to the anticipated Closing Date (provided that the parties mutually agree that such date is the anticipated Closing Date and each party confirms in good faith to the other parties that it is prepared to consummate the Closing on such date (subject to the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Article VIIa “Repatriation Notice”), the Company and its Subsidiaries will use their respective commercially reasonable efforts to repatriate (whether by distribution, transfer i) lend or intercompany loans), in cause to be loaned to the manner reasonably requested by Parent, Company prior to the Closing any cash balances held by the non-U.S. Subsidiaries of the Company designated in the Repatriation Notices as reasonably necessary for Parent’s funding Notice to the extent of the consummation of the transactions contemplated by this Agreement (including the amounts payable in connection with the consummation of the Merger), such that the applicable amounts set forth in the Repatriation Notices will Notice (the “Repatriation Loans”) and (ii) distribute or transfer or cause to be distributed or transferred to the Company before the Closing (including pursuant to the repayment of outstanding intercompany obligations) any cash balances held by the non-U.S. Subsidiaries of the Company designated in the Repatriation Notice in the manner reasonably requested by Parent to the extent of the applicable amounts set forth in the Repatriation Notice (the “Repatriation Distributions”), which amounts described in clauses (i) and (ii) shall not exceed, in the aggregate, the sum necessary to satisfy the condition set forth in Section 8.02(e); provided that such funds shall be available in the bank accounts of the Company described in clause (i) of the third sentence of Section 2.07(a) for the purposes set forth therein no later than the day immediately preceding the Closing Date. Notwithstanding the foregoing, nothing herein shall require the The Company or agrees to treat any of its non-Repatriation Loans as debt for U.S. Subsidiaries to distribute, transfer, lend, or cause to be distributed, transferred, or be loaned any amounts (i) federal income Tax purposes to the fullest extent that permitted by applicable Law. If this Agreement is terminated after any such distributionRepatriation Loans have been made, transfer or loan would be reasonably likely to, in the Company’s reasonable determination, interfere with the non-U.S. Subsidiaries’ operating cash needs arising in the ordinary course of business, (ii) to the extent that such distribution, transfer or loan would be subject to withholding or other Taxes or subject then the Company and its Subsidiaries shall repay or cause to losses or expenses in advance of the Effective Time unless Parent has demonstrated be repaid any such Repatriation Loans as soon as possible following such termination. Subject to the Company’s reasonable satisfaction that Parent will meet compliance with its obligations pursuant under this Section 7.12, Parent shall indemnify the Company and its Subsidiaries for any Taxes required to Section 6.20(b)be paid, or (iii) to the extent that such distributionand any reasonable related costs, transfer or loan would violate applicable Law or the Constitutional Documents of expenses and losses incurred, by the Company or any of its Subsidiaries as in effect on with respect to the date of this Agreement. (b) Parent shall promptly, upon request by the Company, reimburse the Company and its Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs and expenses Repatriation Loans (including with respect to the repayment thereof pursuant to the immediately preceding proviso) or the Repatriation Distributions, including any attorneys’ fees such Taxes, costs, expenses and Taxes) incurred losses with respect to additional amounts received pursuant to this sentence, and including losses attributable to the utilization by the Company or any of its Subsidiaries, as applicable, Subsidiaries of any Tax assets or attributes in connection with any of the actions contemplated by this Section 6.20. Parent shall indemnify and hold harmless foregoing, such that the Company and its Subsidiaries (and its and their Representatives) from and against any and all losses, damages, claims, costs or other expenses (including Taxes) suffered or incurred by any of them are in connection with the same after-Tax position as if no actions contemplated by this Section 6.20. Notwithstanding anything to the contrary in this Section 6.20, Parent shall have no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence unless (i) this Agreement is terminated pursuant to Article VIII or (ii) the Closing shall fail to occur within 10 Business Days of any such distribution, transfer or loan of funds undertaken pursuant to this Section 6.20; provided, however, that Parent shall have Repatriation Notice had been taken and no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence if (x) in the case of clause (i), this Agreement is terminated by Parent pursuant to Section 8.1(d) and (y) in the case of clause (ii), and without limitation of the Company’s rights under clause (i), the Company’s breach of this Agreement was the cause of the failure of the Closing to occur within such 10 Business Day period. The Company shall use commercially reasonable efforts to mitigate any losses, damages, claims, costs, Taxes or other expenses subject to reimbursement pursuant to this Section 6.20(b), including by rescinding any distributions, transfers or loans made if permitted by applicable Law and otherwise practicable in the Company’s reasonable discretionindemnification payments had been received.

Repatriation of Cash. (a) Parent may periodically request from the Company, and the Company will promptly provide (but not more often than once per calendar month), and the Company will reasonably promptly provide, its good faith estimate of the amount of cash held by the non-U.S. Subsidiaries of the Company. If requested by Parent by one or more written notices (each, a “Repatriation Notice”) to the Company, delivered no earlier than fifteen (15) Business Days prior to, and no later than ten (10) Business Days prior toprior, to the anticipated Closing Date (Date, provided that the parties mutually agree that such date is the anticipated Closing Date and each party confirms in good faith to the other parties that it is prepared to consummate the Closing on such date (subject to the satisfaction (oreach, to the extent permitted, waiver) of the conditions set forth in Article VIIa “Repatriation Notice”), the Company and its Subsidiaries will use their respective commercially reasonable efforts to repatriate (whether by distribution, i) distribute or transfer or intercompany loans), cause to be distributed or transferred to the Company before the Closing in the manner reasonably requested by Parent, Parent (including pursuant to the repayment of outstanding intercompany obligations) any cash held by the non-U.S. Subsidiaries of the Company designated in the Repatriation Notices as reasonably necessary for Parent’s funding to the extent of the consummation applicable amounts set forth in the Repatriation Notices (the “Repatriation Distributions”), and (ii) lend or cause to be loaned to the Company prior to the Closing pursuant to loan documentation reasonably acceptable to Parent and the Company any cash held by the non-U.S. Subsidiaries of the transactions contemplated by this Agreement (including Company designated in the amounts payable in connection with Repatriation Notices to the consummation extent of the Mergerapplicable amounts set forth in the Repatriation Notices (the “Repatriation Loans”), such that it is intended for the amounts set forth in the Repatriation Notices will to be available in the bank accounts of the Company no later than the day immediately preceding the Closing Date. Notwithstanding the foregoing, nothing herein The prior sentence shall not require the Company or any of its non-U.S. Subsidiaries of the Company to distribute, transfer, lend, or cause to be distributeddistribute, transferredtransfer, or be loaned any amounts loaned, (i) amounts to the extent that such distribution, transfer or loan would be reasonably likely toCompany which, in the Company’s reasonable determination, would interfere with the such non-U.S. Subsidiaries’ operating cash needs arising in the ordinary course of business, or (ii) amounts which would violate Applicable Law. The Table of Contents Company agrees to treat any Repatriation Loans as debt for U.S. federal income Tax purposes to the fullest extent that permitted by applicable Law. If this Agreement is terminated after any such distributionRepatriation Loans have been made, transfer or loan would be subject to withholding or other Taxes or subject then the Company and its Subsidiaries shall repay or cause to losses or expenses in advance of the Effective Time unless Parent has demonstrated be repaid any such Repatriation Loans as soon as possible following such termination. Subject to the Company’s reasonable satisfaction that Parent will meet compliance with its obligations pursuant under this Section 6.22, Parent shall promptly (and, in any event, with five (5) Business Days of the Company request therefor) indemnify and reimburse the Company and its Subsidiaries for any Taxes required to Section 6.20(b)be paid, or (iii) to the extent that such distributionand any losses and reasonable related costs, transfer or loan would violate applicable Law or the Constitutional Documents of and expenses incurred, by the Company or any of its Subsidiaries as in effect on with respect to the date of this Agreement. (b) Parent shall promptly, upon request by Repatriation Distributions or the Company, reimburse the Company and its Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs and expenses Repatriation Loans (including any attorneys’ fees and Taxes) incurred by the Company or its Subsidiaries, as applicable, in connection with the actions contemplated by this Section 6.20. Parent shall indemnify and hold harmless the Company and its Subsidiaries (and its and their Representatives) from and against any and all losses, damages, claims, costs or other expenses (including Taxes) suffered or incurred by any of them in connection with the actions contemplated by this Section 6.20. Notwithstanding anything respect to the contrary in this Section 6.20, Parent shall have no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives repayment thereof pursuant to the prior sentence unless (i) this Agreement is terminated pursuant to Article VIII or (ii) the Closing shall fail to occur within 10 Business Days of any such distribution, transfer or loan of funds undertaken pursuant to this Section 6.20; provided, however, that Parent shall have no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence if (x) in the case of clause (iimmediately preceding sentence), this Agreement is terminated by Parent pursuant to Section 8.1(d) and (y) in the case of clause (ii), and without limitation of the Company’s rights under clause (i), the Company’s breach of this Agreement was the cause of the failure of the Closing to occur within such 10 Business Day period. The Company shall use commercially reasonable efforts to mitigate any losses, damages, claims, costs, Taxes or other expenses subject to reimbursement pursuant to this Section 6.20(b), including by rescinding any distributions, transfers or loans made if permitted by applicable Law and otherwise practicable in the Company’s reasonable discretion.

Repatriation of Cash. (a) Parent may periodically request from the Company (but not more often than once per calendar month), and the Company will reasonably promptly provide, its good faith estimate of the amount of cash held by the non-U.S. Subsidiaries of the Company. If requested by Parent by one or more written notices (each, a “Repatriation Notice”) to the Company, delivered no earlier than fifteen (15) Business Days prior to, and no No later than ten (10) Business Days prior to, to the anticipated Closing Date (provided that the parties mutually agree that such date is the anticipated Closing Date and each party confirms in good faith Date, Parent shall deliver written notice to the other parties that it is prepared to consummate the Closing on such date Company (subject to the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Article VIIa “Repatriation Notice”), and thereafter the Company and its Subsidiaries will use their respective commercially reasonable efforts to repatriate (whether by distribution, transfer i) lend or intercompany loans), in cause to be loaned to the manner reasonably requested by Parent, Company prior to the Closing any cash balances held by the non-U.S. Subsidiaries of the Company designated in the Repatriation Notices as reasonably necessary for Parent’s funding Notice to the extent of the consummation of the transactions contemplated by this Agreement (including the amounts payable in connection with the consummation of the Merger), such that the applicable amounts set forth in the Repatriation Notices will Notice (the “Repatriation Loans”) and (ii) distribute or transfer or cause to be distributed or transferred to the Company before the Closing (including pursuant to the repayment of outstanding intercompany obligations) any cash balances held by the non-U.S. Subsidiaries of the Company designated in the Repatriation Notice in the manner reasonably requested by Parent to the extent of the applicable amounts set forth in the Repatriation Notice (the “Repatriation Distributions”), which amounts described in clauses (i) and (ii) shall not exceed, in the aggregate, the sum necessary to satisfy the condition set forth in Section 8.02(e); provided that such funds shall be available in the bank accounts of the Company described in clause (i) of the third sentence of Section 2.06(a) for the purposes set forth therein no later than the day immediately preceding the Closing Date. Notwithstanding the foregoing, nothing herein shall require the The Company or agrees to treat any of its non-Repatriation Loans as debt for U.S. Subsidiaries to distribute, transfer, lend, or cause to be distributed, transferred, or be loaned any amounts (i) federal income Tax purposes to the fullest extent that permitted by applicable Law. If this Agreement is terminated after any such distributionRepatriation Loans have been made, transfer or loan would be reasonably likely to, in the Company’s reasonable determination, interfere with the non-U.S. Subsidiaries’ operating cash needs arising in the ordinary course of business, (ii) to the extent that such distribution, transfer or loan would be subject to withholding or other Taxes or subject then the Company and its Subsidiaries shall repay or cause to losses or expenses in advance of the Effective Time unless Parent has demonstrated be repaid any such Repatriation Loans as soon as possible following such termination. Subject to the Company’s reasonable satisfaction that Parent will meet compliance with its obligations under this Section 7.12 and except in connection with any termination of this Agreement pursuant to Section 6.20(b), 9.01(g) because of a failure by the Company to comply with or (iii) to the extent that such distribution, transfer perform any of its covenants or loan would violate applicable Law agreements hereunder or the Constitutional Documents occurrence of a Company Material Adverse Effect since the Company Balance Sheet Date, Parent shall indemnify the Company and its Subsidiaries for any Taxes required to be paid, and any reasonable related costs, expenses and losses incurred, by the Company or any of its Subsidiaries as in effect on with respect to the date of this Agreement. (b) Parent shall promptly, upon request by the Company, reimburse the Company and its Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs and expenses Repatriation Loans (including with respect to the repayment thereof pursuant to the immediately preceding sentence) or the Repatriation Distributions, including any attorneys’ fees such Taxes, costs, expenses and Taxes) incurred losses with respect to additional amounts received pursuant to this sentence, and including losses attributable to the utilization by the Company or any of its Subsidiaries, as applicable, Subsidiaries of any Tax assets or attributes in connection with any of the actions contemplated by this Section 6.20. Parent shall indemnify and hold harmless foregoing, such that the Company and its Subsidiaries (and its and their Representatives) from and against any and all losses, damages, claims, costs or other expenses (including Taxes) suffered or incurred by any of them are in connection with the same after-Tax position as if no actions contemplated by this Section 6.20. Notwithstanding anything to the contrary in this Section 6.20, Parent shall have no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence unless (i) this Agreement is terminated pursuant to Article VIII or (ii) the Closing shall fail to occur within 10 Business Days of any such distribution, transfer or loan of funds undertaken pursuant to this Section 6.20; provided, however, that Parent shall have Repatriation Notice had been taken and no obligation to reimburse or indemnify or hold harmless the Company or its Subsidiaries or its or their Representatives pursuant to the prior sentence if (x) in the case of clause (i), this Agreement is terminated by Parent pursuant to Section 8.1(d) and (y) in the case of clause (ii), and without limitation of the Company’s rights under clause (i), the Company’s breach of this Agreement was the cause of the failure of the Closing to occur within such 10 Business Day period. The Company shall use commercially reasonable efforts to mitigate any losses, damages, claims, costs, Taxes or other expenses subject to reimbursement pursuant to this Section 6.20(b), including by rescinding any distributions, transfers or loans made if permitted by applicable Law and otherwise practicable in the Company’s reasonable discretionindemnification payments had been received.