Common use of Deferred Purchase Clause in Contracts

Deferred Purchase. (a) China. (i) The purchase and sale of the China Purchased Assets and the transfer and assumption of the China Assumed Liabilities (the “China Transfer”) shall be effected pursuant to a separate purchase and sale agreement, the form of which is attached as Exhibit H (the “China Purchase Agreement”), provided that the terms of this Agreement shall apply to the China Transfer and prevail in the event of any inconsistency. (ii) The parties shall cause the China Transfer to occur at the Closing, except as specified in this Section 2.14(a). (iii) To facilitate satisfaction of the conditions precedent in Section 3 of the China Purchase Agreement, Buyer Parent or its Affiliate may contribute registered capital into the designated Asset Buyer prior to the Closing. (iv) If the conditions precedent specified in Section 3 of the China Purchase Agreement are not satisfied on or prior to the Closing, then, unless mutually agreed in writing otherwise by Buyer Parent and Seller Parent, provided that the purchase and sale of all other Purchased Assets has occurred, including the Malaysia Transfer, (A) the China Transfer shall be delayed and not occur at the Closing but shall instead occur within five (5) PRC Business Days of the conditions precedent specified in Section 3 to the China Purchase Agreement having been satisfied or waived in writing by Buyer Parent (the “China Transfer Date”) and the parties shall cause the China Transfer Date to be the closing date established pursuant to the China Purchase Agreement; (B) the portion of the Purchase Price allocable to the China Purchased Assets and the China Assumed Liabilities, as such amount is agreed upon in writing by Buyer Parent and Seller Parent, shall be remitted by Buyer Parent to an escrow agent mutually agreed to in writing by Buyer Parent and Seller Parent, such escrowed funds to be released either (1) to the appropriate Asset Buyer on a date on or prior to the anticipated China Transfer Date that is mutually agreed by the parties as necessary to satisfy applicable regulatory requirements, such funds to be held by such Asset Buyer pending remittance to the designated Asset Seller on the China Transfer Date, or (2) to Buyer Parent on the first Business Day subsequent to the China Transfer Date if such escrowed funds were not necessary to effect the China Transfer because Buyer Parent or its Affiliates have contributed sufficient registered capital into the designated Asset Buyer prior to the Closing Date in accordance with Section 2.14(a)(iii) such that Asset Buyer had sufficient funds to remit to Asset Seller in satisfaction of the purchase price pursuant to the China Purchase Agreement and that such funds were remitted by the Asset Buyer and received by the Asset Seller pursuant to the China Purchase Agreement, or (3) to Seller Parent should the China Transfer not occur within six (6) months from the Closing Date; (C) Articles VI, VII and VIII and Sections 5.01, 5.02 and 5.03 shall continue to apply for the period from the Closing Date to the China Transfer Date, mutatis mutandis; and (D) Buyers shall use all commercially reasonable efforts to cause the conditions precedent specified in Section 3 of the China Purchase Agreement to be satisfied. (v) If, subsequent to six (6) months from the Closing Date the China Transfer Date shall not have occurred, Buyer Parent shall be responsible for accepting possession of the China Purchased Assets and assuming the China Assumed Liabilities as permitted by applicable Law. The failure of the China Transfer to occur at the Closing as provided in this Section 2.14(a) shall not affect Buyers’ obligation to consummate the Closing, other than with respect to the China Purchased Assets and the China Assumed Liabilities. (vi) For purposes of clarity, except as provided in this Section 2.14(a), the China Transfer shall be conditioned solely on the prior occurrence of the Closing and on the China Purchased Assets being conveyed to the designated Buyer free of any Liens other than Permitted Liens, and on the Shanghai Sublease being executed and delivered by the parties thereto. At or prior to the China Transfer Date, Sellers and Buyers shall deliver to each other such instruments and documents, in form and substance reasonably acceptable to Buyers and Sellers, as may be reasonably necessary to effect the China Transfer (collectively, “Chinese Transfer Documents”). During the period, if any, from the Closing to the China Transfer Date, the operation of the China Purchased Assets and the China Assumed Liabilities shall be managed by Buyers in compliance with applicable Law and subject to the mutual satisfaction of Buyer Parent and Seller Parent, it being understood that, to the maximum extent permitted by applicable Law, Buyers shall have the economic interest in and enjoy all the benefits of and be responsible for all the liabilities of the China Purchased Assets and China Assumed Liabilities during such period even though Sellers retain title to such assets and liabilities.