EXHIBIT 2.11
AGREEMENT RE CHINA SUBSIDIARIES
This Agreement is made as of August 13, 1999, between Intersil Corporation,
a Delaware corporation ("Buyer"), and Xxxxxx Corporation, a Delaware corporation
("Xxxxxx").
R E C I T A L S
Parent, Buyer and Xxxxxx are parties to that certain Amended and Restated
Master Transaction Agreement dated as of June 2, 1999 (the "Master Agreement").
In accordance with Section 9.12 of the Master Agreement, Xxxxxx has caused
Xxxxxx Malaysia and HAS to enter into certain agreements attached hereto as
Exhibits A, B and C (the "China Subsidiaries Agreements"). Capitalized terms
used, but not defined, herein shall have the meanings set forth in the Master
Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. In accordance with the provisions of Section 9.12 of the Master
Agreement, Buyer hereby agrees that it will cause Xxxxxx Malaysia to perform its
undertakings in the China Subsidiaries Agreements even if such China
Subsidiaries Agreements are unenforceable in whole or in part under the laws of
Malaysia.
2. In accordance with the provisions of Section 9.12 of the Master
Agreement, Xxxxxx hereby agrees that it will cause HAS to perform its
undertakings in the China Subsidiaries Agreements even if such China
Subsidiaries Agreements are unenforceable in whole or in part under the laws of
Malaysia. Furthermore, consistent with the provisions of Section 9.12, HAS shall
be responsible for the payment of all Taxes associated with the transfers
contemplated in the China Subsidiaries Agreements notwithstanding any provision
to the contrary set forth therein.
3. The parties agree that this Agreement shall be considered a Transaction
Document and subject to Section 14.5 of the Master Agreement.
4. This Agreement shall be effective when executed by Buyer and Xxxxxx.
5. Exhibits A and B to the Master Agreement are incorporated herein by
reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
INTERSIL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
