Common use of Wage Escrow Accounts Clause in Contracts

Wage Escrow Accounts. Wage escrow accounts applicable to non-Transferred Hourly Employees at the sites included in the Excluded Facilities. At any time prior to Closing, upon notice by the applicable Buyer to Delphi, Delphi will consider in good faith a request to exclude from the transactions contemplated by this Agreement, de minimis additional assets or real property that would otherwise be Acquired Assets of such applicable Buyer. In the event Delphi agrees to do so, the applicable definitions of Acquired Assets, and/or Real Property will be amended as set forth in such notice to remove the additional excluded assets or real property and the definition of Excluded Assets and/or Excluded Facilities, if applicable, may be amended as provided in such notice to include such additional excluded assets or real property or Manufacturing Facilities. At any time prior to Closing, upon formal written notice to Delphi, the GM Buyers, or any of them, may elect to exclude from the transactions contemplated by this Agreement the assets and related Liabilities related to the Manufacturing Facility located in Gurgaon, India or the French Plant and the Paris Technical Center. In such event, in the case of the exercise of such option (1) the applicable definitions including, as applicable, the definitions of “Acquired Assets”, “GM Assumed Liabilities”, “Sale Companies”, “Securities Sellers”, “Manufacturing Facilities”, “Technical Centers and Sales Offices”, and/or “GM Real Property” will be amended as set forth in such notice to take into account such exclusion to remove the additional excluded assets, real property, Sale Companies, Manufacturing Facilities, Technical Center and Sales Office, as applicable and the definition of “Excluded Assets” and/or “Excluded Facilities”, if applicable, may be amended as provided in such notice to include such additional excluded assets, real property Technical Center and Sales Office or Manufacturing Facility, (2) the definitions of “Steering Licensed Intellectual Property,” “Steering Purchased Intellectual Property”, and “Steering Technology” shall be deemed modified to include the businesses conducted at such Manufacturing Facility and/or Technical Center and Sales Office so excluded and the definition of “Other Steering Business Liabilities” shall be deemed modified to exclude any Liabilities to the extent attributable to the such Manufacturing Facility and/or Technical Center and Sales Office, and (3) GM Buyers will increase the aggregate amount of the expenses they will be required to fund under Section 3.1.1.E by the amount of the net actual incremental costs incurred by the XX Xxxxxxx as a result of GM Buyers excluding such Manufacturing Facility in an amount mutually agreed to by the Sellers and GM Buyers prior to the Closing acting reasonably.

Wage Escrow Accounts. Wage escrow accounts applicable to nonNon-Transferred Hourly Employees at the sites included in the Excluded Facilities. At any time prior to Closing, upon notice by the applicable Buyer to Delphi, Delphi will consider in good faith a request to exclude from the transactions contemplated by this Agreement, de minimis additional assets or real property that would otherwise be Acquired Assets of such applicable Buyerproperty. In the event Delphi agrees to do so, so the applicable definitions of Acquired Assets, and/or Real Property will be amended as set forth in such notice to remove the additional excluded assets or real property and the definition of Excluded Assets and/or Excluded Facilities, if applicable, may be amended as provided in such notice to include such additional excluded assets or real property or Manufacturing Facilities. At any time prior to Closing, upon formal written notice to Delphi, the GM Buyers, or any of them, may elect to exclude from the transactions contemplated by this Agreement the assets and related Liabilities related to the Manufacturing Facility Facilities located in Strasbourg, France and/or Gurgaon, India or the French Plant and the Paris Technical CenterIndia. In such event, in the case of the exercise of such option (1) the applicable definitions includingof Purchased Assets, as applicable, the definitions of “Acquired Assets”, “GM Assumed Liabilities”, “Sale Companies”, “Securities Sellers”, “Manufacturing Facilities”, “Technical Centers and Sales Offices”, Products and/or “GM Real Property” Property will be amended as set forth in such notice to take into account such exclusion to remove the additional excluded assets, real property, Sale Companies, Companies or Manufacturing Facilities, Technical Center and Sales Office, as applicable Facilities and the definition of “Excluded Assets” Assets and/or “Excluded Facilities”, if applicable, may be amended as provided in such notice to include such additional excluded assets, real property Technical Center and Sales Office or Manufacturing Facility, (2) Facilities. In the definitions of “Steering Licensed Intellectual Property,” “Steering Purchased Intellectual Property”, and “Steering Technology” shall be deemed modified event GM Buyers elect to include the businesses conducted at exclude either such Manufacturing Facility and/or Technical Center and Sales Office so excluded and the definition of “Other Steering Business Liabilities” shall be deemed modified to exclude any Liabilities to the extent attributable to the such Manufacturing Facility and/or Technical Center and Sales OfficeFacilities, and (3) GM Buyers will increase the aggregate amount of the expenses they it will be required to fund under Section 3.1.1.E 3.1.1.F by the amount of the net actual incremental costs incurred by the XX Xxxxxxx Sellers as a result of GM Buyers excluding such Manufacturing Facility Facilities in an amount mutually agreed to by the Sellers and GM Buyers prior to the Closing parties acting reasonably.

Wage Escrow Accounts. Wage escrow accounts applicable to nonNon-Transferred Hourly Employees at the sites included in the Excluded Facilities. At any time prior to Closing, upon notice by the applicable Buyer to Delphi, Delphi will consider in good faith a request to exclude from the transactions contemplated by this Agreement, de minimis additional assets or real property that would otherwise be Acquired Assets of such applicable Buyerproperty. In the event Delphi agrees to do so, so the applicable definitions of Acquired Assets, and/or Real Property will be amended as set forth in such notice to remove the additional excluded assets or real property and the definition of Excluded Assets and/or Excluded Facilities, if applicable, may be amended as provided in such notice to include such additional excluded assets or real property or Manufacturing Facilities. At any time prior to Closing, upon formal written notice to Delphi, the GM Buyers, or any of them, may elect to exclude from the transactions contemplated by this Agreement the assets and related Liabilities related to the Manufacturing Facility Facilities located in Strasbourg, France and/or Gurgaon, India or the French Plant and the Paris Technical CenterIndia. In such event, in the case of the exercise of such option (1) the applicable definitions includingof Purchased Assets, as applicable, the definitions of “Acquired Assets”, “GM Assumed Liabilities”, “Sale Companies”, “Securities Sellers”, “Manufacturing Facilities”, “Technical Centers and Sales Offices”, Products and/or “GM Real Property” Property will be amended as set forth in such notice to take into account such exclusion to remove the additional excluded assets, real property, Sale Companies, Companies or Manufacturing Facilities, Technical Center and Sales Office, as applicable Facilities and the definition of “Excluded Assets” Assets and/or “Excluded Facilities”, if applicable, may be amended as provided in such notice to include such additional excluded assets, real property Technical Center and Sales Office or Manufacturing Facility, (2) Facilities. In the definitions of “Steering Licensed Intellectual Property,” “Steering Purchased Intellectual Property”, and “Steering Technology” shall be deemed modified event GM Buyers elect to include the businesses conducted at exclude either such Manufacturing Facility and/or Technical Center and Sales Office so excluded and the definition of “Other Steering Business Liabilities” shall be deemed modified to exclude any Liabilities to the extent attributable to the such Manufacturing Facility and/or Technical Center and Sales OfficeFacilities, and (3) GM Buyers will increase the aggregate amount of the expenses they it will be required to fund under Section 3.1.1.E 3.1.1F by the amount of the net actual incremental costs incurred by the XX Xxxxxxx Sellers as a result of GM Buyers excluding such Manufacturing Facility Facilities in an amount mutually agreed to by the Sellers and GM Buyers prior to the Closing parties acting reasonably.

Wage Escrow Accounts. Wage escrow accounts applicable to non-non- Transferred Hourly Employees at the sites included in the Excluded Facilities. At any time prior to Closing, upon notice by the applicable Buyer to Delphi, Delphi will consider in good faith a request to exclude from the transactions contemplated by this Agreement, de minimis additional assets or real property that would otherwise be Acquired Assets of such applicable Buyer. In the event Delphi agrees to do so, the applicable definitions of Acquired Assets, and/or Real Property will be amended as set forth in such notice to remove the additional excluded assets or real property and the definition of Excluded Assets and/or Excluded Facilities, if applicable, may be amended as provided in such notice to include such additional excluded assets or real property or Manufacturing Facilities. At any time prior to Closing, upon formal written notice to Delphi, the GM Buyers, or any of them, may elect to exclude from the transactions contemplated by this Agreement the assets and related Liabilities related to the Manufacturing Facility located in Gurgaon, India or the French Plant and the Paris Technical Center. In such event, in the case of the exercise of such option (1) the applicable definitions including, as applicable, the definitions of “Acquired Assets”, “GM Assumed Liabilities”, “Sale Companies”, “Securities Sellers”, “Manufacturing Facilities”, “Technical Centers and Sales Offices”, and/or “GM Real Property” will be amended as set forth in such notice to take into account such exclusion to remove the additional excluded assets, real property, Sale Companies, Manufacturing Facilities, Technical Center and Sales Office, as applicable and the definition of “Excluded Assets” and/or “Excluded Facilities”, if applicable, may be amended as provided in such notice to include such additional excluded assets, real property Technical Center and Sales Office or Manufacturing Facility, (2) the definitions of “Steering Licensed Intellectual Property,” “Steering Purchased Intellectual Property”, and “Steering Technology” shall be deemed modified to include the businesses conducted at such Manufacturing Facility and/or Technical Center and Sales Office so excluded and the definition of “Other Steering Business Liabilities” shall be deemed modified to exclude any Liabilities to the extent attributable to the such Manufacturing Facility and/or Technical Center and Sales Office, and (3) GM Buyers will increase the aggregate amount of the expenses they will be required to fund under Section 3.1.1.E by the amount of the net actual incremental costs incurred by the XX Xxxxxxx as a result of GM Buyers excluding such Manufacturing Facility in an amount mutually agreed to by the Sellers and GM Buyers prior to the Closing acting reasonably.

Wage Escrow Accounts. Wage escrow accounts applicable to nonNon-Transferred Hourly Employees at the sites included in the Excluded Facilities. At any time prior to Closing, upon notice by the applicable Buyer Xxxxx to Delphi, Delphi will consider in good faith a request to exclude from the transactions contemplated by this Agreement, de minimis additional assets or real property that would otherwise be Acquired Assets of such applicable Buyerproperty. In the event Delphi agrees to do so, so the applicable definitions of Acquired Assets, and/or Real Property will be amended as set forth in such notice to remove the additional excluded assets or real property and the definition of Excluded Assets and/or Excluded Facilities, if applicable, may be amended as provided in such notice to include such additional excluded assets or real property or Manufacturing Facilities. At any time prior to Closing, upon formal written notice to Delphi, the GM Buyers, or any of them, may elect to exclude from the transactions contemplated by this Agreement the assets and related Liabilities related to the Manufacturing Facility Facilities located in Strasbourg, France and/or Gurgaon, India or the French Plant and the Paris Technical CenterIndia. In such event, in the case of the exercise of such option (1) the applicable definitions includingof Purchased Assets, as applicable, the definitions of “Acquired Assets”, “GM Assumed Liabilities”, “Sale Companies”, “Securities Sellers”, “Manufacturing Facilities”, “Technical Centers and Sales Offices”, Products and/or “GM Real Property” Property will be amended as set forth in such notice to take into account such exclusion to remove the additional excluded assets, real property, Sale Companies, Companies or Manufacturing Facilities, Technical Center and Sales Office, as applicable Facilities and the definition of “Excluded Assets” Assets and/or “Excluded Facilities”, if applicable, may be amended as provided in such notice to include such additional excluded assets, real property Technical Center and Sales Office or Manufacturing Facility, (2) Facilities. In the definitions of “Steering Licensed Intellectual Property,” “Steering Purchased Intellectual Property”, and “Steering Technology” shall be deemed modified event GM Buyers elect to include the businesses conducted at exclude either such Manufacturing Facility and/or Technical Center and Sales Office so excluded and the definition of “Other Steering Business Liabilities” shall be deemed modified to exclude any Liabilities to the extent attributable to the such Manufacturing Facility and/or Technical Center and Sales OfficeFacilities, and (3) GM Buyers will increase the aggregate amount of the expenses they it will be required to fund under Section 3.1.1.E 3.1.13.1.1.F by the amount of the net actual incremental costs incurred by the XX Xxxxxxx Sellers as a result of GM Buyers excluding such Manufacturing Facility Facilities in an amount mutually agreed to by the Sellers and GM Buyers prior to the Closing parties acting reasonably.