China Closing Sample Clauses

China Closing. (a) In the event that the China Approval has not been obtained as of the Closing Date: (i) the sale, assignment, conveyance, transfer and delivery by Seller to Buyer, and the purchase and acquisition by Buyer from Seller, of the REC China Equity pursuant to Section 2.1(e) shall not occur at the Closing; (ii) at the Closing, Seller shall not be required to deliver, or cause to be delivered, to Buyer any of the closing deliveries set forth in Sections 4.2(c), 4.2(f) and 4.2(i) that relate to the purchase and sale of the REC China Equity; (iii) the full amount of the Purchase Price payable at the Closing by Buyer to Seller pursuant to Section 3.1 shall be so paid (without adjustment) at the Closing; (iv) the provisions of Sections 3.2, 3.3 and 8.8 shall be applicable and performed by the parties (without adjustment) pursuant to the terms thereof as if the REC China Equity had been sold to Buyer at the Closing; and (v) the closing of the purchase and sale of the REC China Equity (the "China Closing") will take place (A) at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (New York time) on the third business day following the obtaining of the China Approval or (B) at such other place, date and time as Seller and Buyer may agree. The date of the China Closing is referred to herein as the "China Closing Date". The China Closing will be deemed to be effective at 5:00 p.m., Greenville, South Carolina time, on the China Closing Date (the "China Effective Time"). (b) At the China Closing: (i) effective as of the China Effective Time, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, the REC China Equity; and (ii) Seller will deliver or cause to be delivered to Buyer the closing deliveries set forth in Sections 4.2(c), 4.2(f) and 4.2(i) that relate to the purchase and sale of the REC China Equity. (c) Between the Closing Date and the China Closing Date (the “China Transition Period”), subject to any restrictions or limitations necessary to avoid breach of any Contract or a violation of applicable Laws, Seller shall use commercially reasonable efforts to cause REC China to operate its business for the benefit of Buyer and to implement any lawful direction received from Buyer concerning the operation of REC China (it being understood that such obligation to implement directions received from Buyer will not include any requirement or obligation of Seller o...

China Closing. The closing (each a “China Closing”) of the purchase and sale of the China Interests of each of the China Subsidiaries to Purchasers will take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the China Closing Date with respect to each such China Subsidiary, at 10:00 A.M. New York time or at such other place and time as Purchaser and ARM shall agree. Simultaneously, at each China Closing, (i) the portion of the China Escrow Amount (plus all earnings thereon in accordance with the Escrow Agreement) attributable to the applicable China Subsidiary shall be released to the China Equity Seller that owns the China Interests in the applicable Chinese Subsidiary and (ii) the documents referred to in Sections 3.02(b)(iv) and (vii) with respect to the China Interests in the applicable China Subsidiary shall be executed and delivered. From and after the China Closing with respect to a China Subsidiary, the China Interests of such China Subsidiary shall be considered to have been transferred at the Closing for all purposes of this Agreement, including for the purposes of the assumption of the China Liabilities and the provisions of Articles IX, XII and XIV.

China Closing. The closing of the purchase of the China Shares, and all closing activities and obligations with respect thereto, shall be deferred until all China Approvals have been received, including the payment of the China Closing Payment in accordance with Section 6.25, but, for the avoidance of doubt, in no event shall the China Closing occur prior to the Base Closing.

China Closing. The consummation of the purchase and sale of the China Assets (the “China Closing”) shall take place on the date that is the six month anniversary of the Initial Closing at 10:00 a.m. (Pacific Time) at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, A Professional Corporation, ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other time and place as Seller Group and Purchaser may agree in writing (such date of the China Closing, the “China Closing Date”). At the China Closing, Seller Group shall assign all of its right, title and interest in and to the China Assets. Purchaser and Seller Group agree to execute and/or cause to be delivered to each other party hereto such instruments and other documents, and will take such other actions, as such other party may reasonably request (prior to, at or after the China Closing) for the purpose of carrying out or evidencing the transfer of the China Assets as contemplated hereunder.

China Closing. The obligations of the Seller Group and the Purchaser or Purchaser’s Affiliate organized under the laws of China to close the purchase and sale of the Acquired Assets located in China and the obligation of the Purchaser’s Affiliate organized under the laws of China to make offers of employment to all Chinese Transferred Employees are subject to the fulfillment or satisfaction on and as of the China Closing Date of each of the conditions set forth in the China Agreement. Without limiting the generality of the preceding conditions in this Article 6, each of the Purchaser and the Seller Group shall have executed, delivered and performed their respective obligations under this Agreement relating to the assets of K&S Suzhou, including that (1) such transactions shall have been duly and validly approved and authorized by all necessary corporate or other actions by the Seller Group and the Purchaser and Purchaser Entities, as the case may be, and (2) all necessary approvals and registrations of the Government Entities in China have been obtained for the transfer to the Purchaser of the Acquired Assets.

China Closing. The Parties acknowledge and agree that notwithstanding any other provisions of this Agreement, the consummation of the Transfer to Purchaser or one or more of its Affiliates of the Purchased Assets consisting of tangible personal property located in mainland China and for which title must pass in mainland China (collectively the “China Purchased Assets”) will not occur on the Closing Date and will instead be consummated on the earliest to occur of (i) the date which is two Business Days after the receipt of approval from the Ministry of Commerce and the State Administration for Industry and Commerce of the People’s Republic of China, (ii) February 20, 2008, or (iii) such other date that is mutually agreed upon by the Parties (the date of such Transfer, the “China Closing Date”), and the failure to so Transfer the China Purchased Assets as of the Closing Date shall not be a breach or default of this Agreement. On the China Closing Date, the Parties will enter into, or will cause their respective applicable Subsidiaries to enter into a Local Asset Transfer Agreement or such other instruments of conveyance, to the extent required, providing for the Transfer of the China Purchased Assets to Purchaser or one or more of its Affiliates. To the extent permitted by Law, Purchaser shall assume title to the China Purchased Assets as of the China Closing Date, provided, however that Purchaser shall assume risk of loss to the China Purchased Assets as of the Closing Date.”

China Closing. The closing of the sale and purchase of the China Shares (the “China Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. Atlanta, Georgia time on the first Business Day of the first calendar month beginning after the conditions set forth in Sections 8.2, 8.4 and 8.6 have been satisfied or waived (other than the conditions that, by their terms, are to be satisfied at the China Closing but subject to the satisfaction or waiver of such conditions), or on such other date and time as the Parties may agree to in writing (the “China Closing Date”); provided, however, that if the China Closing would otherwise occur pursuant to the terms of this Agreement prior to the North America Closing Date, then the China Closing shall occur on, or as promptly as practicable after, the North America Closing. The China Closing shall be effective as of the opening of business on the China Closing Date.