Common use of Restructurings Clause in Contracts

Restructurings. (a) Seller shall use its reasonable efforts to cause the Singapore Restructuring to be consummated as promptly as practicable and, in any event, prior to the Closing. The Singapore Restructuring shall be implemented substantially in accordance with the steps set forth in Exhibit F. (b) Subject to the satisfaction and implementation of the steps set out at in clause (i) below, Seller will cause the Wafer Reclaim Area Lease to be assigned to an Affiliate of Seller that is not a Transferred Company at or prior to the Closing and the Ultra Pure Chemicals Lease will continue as a lease of Rockwood Electronic following the Closing. In connection therewith and subject to the consent and agreement of the current landlord of the Wafer Reclaim Area Lease, Walbrook Trustees (Jersey) Limited and Walbrook Properties Limited, the parties will seek to take the following steps in relation to the Wafer Reclaim Area Lease and the Ultra Pure Chemicals Lease prior to the Closing: (i) Seller will use reasonable efforts to seek to (1) agree with the landlord of the Wafer Reclaim Area Lease to either (x) a surrender of the part of the area currently demised on which the Ultra Pure Chemicals effluent treatment plant is located (the “Effluent Treatment Plant”) and agree upon a new lease for a term coterminous with the term of the Ultra Pure Chemicals Lease to Rockwood Electronic of the surrendered area on which the Effluent Treatment Plant is situated (the “New Lease”) or (y) vary the boundary between the Wafer Reclaim Area Lease and the Ultra Pure Chemicals Lease such that the Effluent Treatment Plant is subject to the Ultra Pure Chemicals Lease, (2) assign the Wafer Reclaim Area Lease to Excalibur Realty UK Limited and (3) have the rents on the leases adjusted so that the total rent cost under the Ultra Pure Chemicals Lease and the New Lease equal the rent that would have been paid on the Ultra Pure Chemicals lease alone or alternatively cause the surrendered area to be made subject to the existing Ultra Pure Chemicals Lease without a rent increase. (ii) Seller shall use reasonable efforts to cause the Ultra Pure Chemicals water treatment plant (the “Water Treatment Plant”) currently located within the area demised by the Wafer Reclaim Area Lease to be relocated to an area within the demise of the Ultra Pure Chemicals Lease. The terms of such relocation are to be agreed on a reasonable basis, with the expense of such relocation to be borne by Seller. (c) If the current landlord’s consent to the steps proposed in clause (i) above has not been received prior to the Closing), then the Wafer Reclaim Area Lease and the Ultra Pure Chemicals Lease shall be retained by Rockwood Electronic and shall transfer as part of the consummation of the sale of the Shares of Rockwood Electronic hereunder. In such event, (i) Seller shall be responsible for all incremental costs to Buyer above the costs that it would have incurred had the steps proposed in clause (i) above been implemented at or prior to the Closing during all periods following the Closing in which such steps are not implemented, (ii) all Losses incurred by Seller Indemnitees in relation to the premises subject to the Wafer Reclaim Area Lease (other than the Effluent Treatment Plant) during any period in which such steps are not implemented shall be deemed to be Retained Liabilities and (iii) the parties shall continue to use their reasonable efforts for a period of one year from the Closing to secure such consent and implement such steps.