Common use of Shut Downs Clause in Contracts

Shut Downs. After execution of this Agreement, the Company shall commence the process of shutting down its facilities located in Austin, Texas, Cham, Switzerland and Dusseldorf, Germany, and reducing expenses in respect of its operations in Mannheim, Germany, and Israel (collectively, the "SHUT-DOWNS") with the goal of completing each of the Shut-Downs as soon as practicable (consistent with maintaining good client relationships). The Company shall accrue, in accordance with U.S. GAAP, all costs and expenses related to the ShutDowns. Notwithstanding the foregoing, Buyer acknowledges that the Shut-Downs in the time and in the manner agreed to by Buyer and the Company may not be completed prior to the Merger Date and that a significant portion of the activities, costs and expenses related to the Shut-Downs will occur after the Merger Date. The Company agrees to update Buyer on a regular basis (no less than every two (2) weeks and within one (1) business day of request by Buyer) prior to the Merger Date regarding the status, activities and costs and expenses (and related accounting therefor) of the Shut-Downs. Schedule 5.04 sets forth a good faith estimate of all costs and expenses (including reserves and accruals) the Company and its Subsidiaries expect to incur after the date hereof until the Merger Date in connection with the Shut-Downs, on a location-by- location and item-by-item basis.

Shut Downs. After execution of this Agreement, the Company shall commence the process of shutting down its facilities located in Austin, Texas, Cham, Switzerland and Dusseldorf, Germany, and reducing expenses in respect of its operations in Mannheim, Germany, and Israel (collectively, the "SHUTShut-DOWNSDowns") with the goal of completing each of the Shut-Downs as soon as practicable (consistent with maintaining good client relationships). The Company shall accrue, in accordance with U.S. GAAP, all costs and expenses related to the ShutDowns. Notwithstanding the foregoing, Buyer acknowledges that the Shut-Downs in the time and in the manner agreed to by Buyer and the Company may not be completed prior to the Merger Date and that a significant portion of the activities, costs and expenses related to the Shut-Downs will occur after the Merger Date. The Company agrees to update Buyer on a regular basis (no less than every two (2) weeks and within one (1) business day of request by Buyer) prior to the Merger Date regarding the status, activities and costs and expenses (and related accounting therefor) of the Shut-Downs. Schedule 5.04 sets forth a good faith estimate of all costs and expenses (including reserves and accruals) the Company and its Subsidiaries expect to incur after the date hereof until the Merger Date in connection with the Shut-Downs, on a location-by- location and item-by-item basis.