Xiaolan Plating Equipment Sample Clauses

Xiaolan Plating Equipment. (i) Subject to receipt of all requisite approvals from applicable Governmental Authorities and the Zhongshan Xiaolan Industrial Company under the Chinese Joint Venture Agreement, from and after the date hereof until the First Closing Date, Seller shall, and shall cause its Subsidiaries to, and from and after the First Closing Date, Purchaser shall, and shall cause its Subsidiaries to, cause the Chinese Joint Venture, as soon as practicable, to sell, transfer, convey and assign to Seller or its designated Affiliate the plating equipment used by the CDIY listed on Schedule 2.10(b)(i) of the Seller Disclosure Schedule (the “Xiaolan Plating Equipment”). Such sale of the Xiaolan Plating Equipment shall be for consideration equal to the net book value of such equipment as of the First Closing Date and otherwise at Seller’s expense; provided, however, that if the consideration payable for any particular asset under this Section 2.10(b)(i) would be equal to zero, the asset will be transferred for the minimum consideration permitted by applicable Law. Subject to completion of the First Closing and the sale of the Xiaolan Plating Equipment pursuant to this Section 2.10(b)(i), Seller shall, no later than the Xiaolan End Date, effect the removal of the Xiaolan Plating Equipment from the Xiaolan Site. (ii) From and after the First Closing, Seller shall reimburse, indemnify and hold harmless Purchaser and its Affiliates from and against any Losses suffered by them as a result of (A) the removal by Seller or its Affiliate of the Xiaolan Plating Equipment from the Xiaolan facility or the transfer of legal title of such equipment from the Chinese Joint Venture to Seller or its Affiliate (the “Xiaolan Plating Equipment Transfer”), (B) the failure to obtain all requisite approvals from applicable Governmental Authorities, the Zhongshan Xiaolan Industrial Company under the Chinese Joint Venture Agreement or any other third party necessary for the implementation of the Xiaolan Plating Equipment Transfer or the failure of the Xiaolan Plating Equipment Transfer to comply with applicable Law, (C) the termination of the arrangements relating to the Xiaolan Plating Equipment contemplated by the HHI Supply Agreement, including the severance costs of employees that are terminated as a result of the reduction in production at the Xiaolan Site in connection with the Xiaolan Plating Equipment Transfer and any other out-of-pocket expenses associated with the Xiaolan Plating Equipment Tra...
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