Common use of Foreign Transfers Clause in Contracts

Foreign Transfers. Parent shall use its reasonable best efforts to effect the legal separation of the Lithium Assets and Lithium Liabilities, on the one hand, from the Parent Assets and the Parent Liabilities, on the other hand, that are located in jurisdictions outside the United States prior to or on the Separation Date in accordance with the Plan of Reorganization, including pursuant to the Pre-IPO Restructuring Transactions. If all of the transactions necessary to effectuate such legal separation in jurisdictions outside the United States are not completed on or before the Separation Date, then Parent may, at its election, (a) delay the Separation Date until such time as the legal separation of such Assets and Liabilities in jurisdictions outside the United States is completed or (b) consummate the IPO on the Separation Date notwithstanding that such legal separation of Assets and Liabilities in jurisdictions outside the United States has not yet been completed; provided that in the case of clause (b), Parent shall, and shall cause the members of the Parent Group to, use commercially reasonable efforts to complete such legal separation as soon as practicable following the Separation Date in accordance with Section 2.08 in all respects.

Foreign Transfers. Parent shall use its reasonable best efforts to effect the legal separation of the Lithium Assets and Lithium Liabilities, on the one hand, from the Parent Assets and the Parent Liabilities, on the other hand, that are located in jurisdictions outside the United States prior to or on the Separation Date in accordance with the Plan of Reorganization, including pursuant to the Pre-IPO Restructuring Transactions. If all of the transactions necessary to effectuate such legal separation in jurisdictions outside the United States are not completed on or before the Separation Date, then Parent may, at its election, (a) delay the Separation Date until such time as the legal separation of such Assets and Liabilities in jurisdictions outside the United States is completed or (b) consummate the IPO on the Separation Date notwithstanding that such legal separation of Assets and Liabilities in jurisdictions outside the United States has not yet been completed; provided that in the case of clause (b), Parent shall, and shall cause the members of the Parent Group to, use commercially reasonable efforts to complete such legal separation as soon as practicable following the Separation Date in accordance with Section ‎Section 2.08 in all respects.