This excerpt taken from the APH 8-K filed Oct 11, 2005.
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.
(b) Malaysia. The purchase and sale of the shares of Teradyne Connection Systems (Malaysia) Sdn Bhd (the Malaysia Transfer) shall be effected pursuant to a separate purchase and sale agreement, the form of which is attached as Exhibit I (the Malaysia Purchase Agreement), provided that the terms of this Agreement shall apply to the Malaysia Transfer and prevail in the event of any inconsistency. The parties shall cause the Malaysia Transfer to occur at the Closing, except as specified in this Section 2.14(b). If the Malaysia Permits are not able to be transferred to the Buyer on the Closing, then, provided that the purchase and sale of all other Purchased Assets has occurred, including the China Transfer, (i) the Malaysia Transfer shall be delayed and not occur at the Closing but shall instead occur upon Buyer Parent or an Affiliate thereof having obtained approval of the Malaysian Ministry of International Trade and Industry for the transfer of the shares referred to above to an Affiliate of Buyer Parent and concurrent transfer of the Malaysia Permits (the Malaysia Transfer Date) and the parties shall cause the Malaysia Transfer to be the closing date established pursuant to the Malaysia Purchase Agreement; (ii) 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 Malaysia Transfer Date,