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 or any of its Affiliates (including REC China) to make any individual expenditure or other payment in excess of $100,000 or outside of the Ordinary Course of Business (or aggregate expenditures or other payments in any month in excess of $1 million), unless Buyer advances to Seller amounts sufficient to pay for such expenditures or other payments prior to the time such expenditures or other payments are to be made). Anything contained herein to the contrary notwithstanding, during the China Transition Period, Seller may cause REC China to terminate any of its employees at any time for cause as determined by Seller in its sole discretion, exercised in good faith, and Seller and REC China will have no obligation to terminate the employment of any of the employees of REC China, notwithstanding any request by Buyer to do so. (i) Within (30) days after the end of each full calendar month and each partial calendar month occurring during the China Transition Period, Seller will prepare and deliver to Buyer an account (a "China Monthly Account") showing for such month or partial month: (A) all cash receipts received by REC China or on behalf of REC China by Seller or any of its Affiliates relating to the operation of the Business by REC China, including the amounts of such cash receipts deposited in bank accounts of REC China and the amounts of such cash receipts deposited in bank accounts of Seller or any of its Affiliates (other than REC China) (the amounts of such cash receipts deposited in bank accounts of Seller or any of its Affiliates (other than REC China) are referred to as "China Monthly Receipts"); and (B) all cash payments made by REC China or on behalf of REC China by Seller or any of its Affiliates (other than those made with amounts advanced by Buyer to Seller pursuant to Section 4.5(c)) relating to the operation of the Business by REC China, including the amounts of cash payments made from bank accounts of REC China and the amounts of such payments made from bank accounts of Seller or any of its Affiliates (other than REC China) (the amounts of such cash payments made from bank accounts of Seller or any of its Affiliates (other than REC China) and the amounts contributed by Seller or any of its Affiliates (other than REC China) to bank accounts of REC China in order to make such payments are referred to as "China Monthly Payments"). (ii) Each China Monthly Account shall show the difference between China Monthly Receipts and China Monthly Payments set forth thereon, and shall be accompanied by (i) reasonable supporting documentation related to China Monthly Receipts and China Monthly Payments set forth on such China Monthly Account and (ii) (A) payment to Buyer (by wire transfer of immediately available U.S. dollars to the Buyer Bank Account) of the difference between China Monthly Receipts and China Monthly Payments set forth thereon if China Monthly Receipts are greater than China Monthly Payments on such China Monthly Account, or (B) an invoice to Buyer for the difference between China Monthly Payments and China Monthly Receipts set forth thereon if China Monthly Payments are greater than China Monthly Receipts on such China Monthly Account; provided that Seller may reduce any payments required to be made by Seller pursuant to clause (A) above by outstanding amounts owed to Seller in respect of prior months of the China Transition Period. (iii) Buyer may raise with Seller any comments or objections that Buyer has with respect to any China Monthly Receipts or China Monthly Payments in a written notice delivered to Seller within 15 days after Buyer's receipt of such China Monthly Account. Buyer hereby waives the right to assert any comments or objections with respect to any China Monthly Account that are not asserted in a written notice delivered to Seller within 15 days after Buyer's receipt of such China Monthly Account. Any written comments or objections with respect to any China Monthly Receipts or China Monthly Payments timely asserted by Buyer to Seller in writing shall be discussed promptly by Seller and Buyer. If such discussions result in the matter which is the subject of such comments or objections being resolved, then an appropriate amendment shall be made to such China Monthly Account and Buyer and Seller shall account to each other accordingly. If such discussions do not result in a resolution, then the matter in dispute shall be resolved in accordance with Section 15.10. (iv) The parties acknowledge and agree that (i) China Monthly Receipts and China Monthly Payments on any China Monthly Account may include receipts or payments in respect of a prior month of the China Transition Period that were not included in a China Monthly Account previously sent by Seller and (ii) Seller may send Buyer payments of China Monthly Receipts and invoices for China Monthly Payments after sending the China Monthly Account for the last month of the China Transition Period for any China Monthly Receipts or China Monthly Payments in respect of the China Transition Period that Seller becomes aware of and that were not included in any China Monthly Account previously sent by Seller. (v) Amounts set forth on each China Monthly Account that were received or paid in any currency other than U.S. dollars shall be converted to U.S. dollars based on the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the day such China Monthly Account is sent by Seller. Each invoice rendered pursuant to this Section 4.5(d) shall be payable in U.S. dollars. (vi) Buyer shall pay to Seller (by wire transfer of immediately available U.S. dollars to the Rockwell Ohio Bank Account), within fifteen (15) days of Buyer's receipt of the invoice, all amounts invoiced under this Section 4.5(d) which Buyer has not objected to in good faith under Section 4.5(d)(iii). (e) Any amounts in the bank accounts of REC China on the China Closing Date will remain the property of REC China and Buyer will have no obligation to make any payments to Seller in respect thereof, other than payments required by Section 4.5(d). (f) The parties acknowledge and agree that Seller's ownership of REC China and REC China's continued operation of its business on behalf of Buyer during the China Transition Period shall not be prohibited under, and shall not be limited by, Section 8.12. (g) Notwithstanding the provisions of Section 8.9(a), Seller shall continue to provide coverage with respect to the business of REC China under the Seller Policies during the China Transition Period, and the proceeds from such insurance coverage with respect to the business of REC China, after giving effect to all deductibles, paid by third party insurers with respect to which none of Seller or any of its Affiliates has an obligation of payment or reimbursement shall be for the benefit of REC China. Any costs incurred by Seller or any of its Affiliates in providing such coverage or payments of deductibles relating thereto (other than any costs or payments funded from bank accounts of REC China with amount therein that were not contributed by Seller or any of its Affiliates (other than REC China) to such bank accounts) shall constitute China Monthly Payments and will be set forth on the China Monthly Account in respect of the month in which such costs or payments were incurred.
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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 or any of its Affiliates (including REC China) to make any individual expenditure or other payment in excess of $100,000 or outside of the Ordinary Course of Business (or aggregate expenditures or other payments in any month in 10 excess of $1 million), unless Buyer advances to Seller amounts sufficient to pay for such expenditures or other payments prior to the time such expenditures or other payments are to be made). Anything contained herein to the contrary notwithstanding, during the China Transition Period, Seller may cause REC China to terminate any of its employees at any time for cause as determined by Seller in its sole discretion, exercised in good faith, and Seller and REC China will have no obligation to terminate the employment of any of the employees of REC China, notwithstanding any request by Buyer to do so.
(d) (i) Within (30) days after the end of each full calendar month and each partial calendar month occurring during the China Transition Period, Seller will prepare and deliver to Buyer an account (a "“China Monthly Account"”) showing for such month or partial month:
(A) all cash receipts received by REC China or on behalf of REC China by Seller or any of its Affiliates relating to the operation of the Business by REC China, including the amounts of such cash receipts deposited in bank accounts of REC China and the amounts of such cash receipts deposited in bank accounts of Seller or any of its Affiliates (other than REC China) (the amounts of such cash receipts deposited in bank accounts of Seller or any of its Affiliates (other than REC China) are referred to as "“China Monthly Receipts"”); and
(B) all cash payments made by REC China or on behalf of REC China by Seller or any of its Affiliates (other than those made with amounts advanced by Buyer to Seller pursuant to Section 4.5(c)) relating to the operation of the Business by REC China, including the amounts of cash payments made from bank accounts of REC China and the amounts of such payments made from bank accounts of Seller or any of its Affiliates (other than REC China) (the amounts of such cash payments made from bank accounts of Seller or any of its Affiliates (other than REC China) and the amounts contributed by Seller or any of its Affiliates (other than REC China) to bank accounts of REC China in order to make such payments are referred to as "“China Monthly Payments"”).
(ii) Each China Monthly Account shall show the difference between China Monthly Receipts and China Monthly Payments set forth thereon, and shall be accompanied by (i) reasonable supporting documentation related to China Monthly Receipts and China Monthly Payments set forth on such China Monthly Account and (ii) (A) payment to Buyer (by wire transfer of immediately available U.S. dollars to the Buyer Bank Account) of the difference between China Monthly Receipts and China Monthly Payments set forth thereon if China Monthly Receipts are greater than China Monthly Payments on such China Monthly Account, or (B) an invoice to Buyer for the difference between China Monthly Payments and China Monthly Receipts set forth thereon if China Monthly Payments are greater than China Monthly Receipts on such China Monthly Account; provided that Seller may reduce any payments required to be made by Seller pursuant to clause (A) above by outstanding amounts owed to Seller in respect of prior months of the China Transition Period.
(iii) Buyer may raise with Seller any comments or objections that Buyer has with respect to any China Monthly Receipts or China Monthly Payments in a written notice delivered to Seller within 15 days after Buyer's ’s receipt of such China Monthly Account. Buyer hereby waives the right to assert any comments or objections with respect to any China Monthly Account that are not asserted in a written notice delivered to Seller within 15 days after Buyer's ’s receipt of such China Monthly Account. Any written comments or objections with respect to any China Monthly Receipts or China Monthly Payments timely asserted by Buyer to Seller in writing shall be discussed promptly by Seller and Buyer. If such discussions result in the matter which is the subject of such comments or objections being resolved, then an appropriate amendment shall be made to such China Monthly Account and Buyer and Seller shall account to each other accordingly. If such discussions do not result in a resolution, then the matter in dispute shall be resolved in accordance with Section 15.10.
(iv) The parties acknowledge and agree that (i) China Monthly Receipts and China Monthly Payments on any China Monthly Account may include receipts or payments in respect of a prior month of the China Transition Period that were not included in a China Monthly Account previously sent by Seller and (ii) Seller may send Buyer payments of China Monthly Receipts and invoices for China Monthly Payments after sending the China Monthly Account for the last month of the China Transition Period for any China Monthly Receipts or China Monthly Payments in respect of the China Transition Period that Seller becomes aware of and that were not included in any China Monthly Account previously sent by Seller.
(v) Amounts set forth on each China Monthly Account that were received or paid in any currency other than U.S. dollars shall be converted to U.S. dollars based on the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the day such China Monthly Account is sent by Seller. Each invoice rendered pursuant to this Section 4.5(d) shall be payable in U.S. dollars.
(vi) Buyer shall pay to Seller (by wire transfer of immediately available U.S. dollars to the Rockwell Ohio Bank Account), within fifteen (15) days of Buyer's ’s receipt of the invoice, all amounts invoiced under this Section 4.5(d) which Buyer has not objected to in good faith under Section 4.5(d)(iii).
(e) Any amounts in the bank accounts of REC China on the China Closing Date will remain the property of REC China and Buyer will have no obligation to make any payments to Seller in respect thereof, other than payments required by Section 4.5(d).
(f) The parties acknowledge and agree that Seller's ownership of REC China and REC China's continued operation of its business on behalf of Buyer during the China Transition Period shall not be prohibited under, and shall not be limited by, Section 8.12.
(g) Notwithstanding the provisions of Section 8.9(a), Seller shall continue to provide coverage with respect to the business of REC China under the Seller Policies during the China Transition Period, and the proceeds from such insurance coverage with respect to the business of REC China, after giving effect to all deductibles, paid by third party insurers with respect to which none of Seller or any of its Affiliates has an obligation of payment or reimbursement shall be for the benefit of REC China. Any costs incurred by Seller or any of its Affiliates in providing such coverage or payments of deductibles relating thereto (other than any costs or payments funded from bank accounts of REC China with amount therein that were not contributed by Seller or any of its Affiliates (other than REC China) to such bank accounts) shall constitute China Monthly Payments and will be set forth on the China Monthly Account in respect of the month in which such costs or payments were incurred.
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