Common use of Security Documentation Clause in Contracts

Security Documentation. The Purchaser shall deliver at the first Facility/ Design Closing the Security Documentation in customary form acceptable to the Seller and the Purchaser and containing such provisions as are necessary or appropriate to provide the Seller with a first priority (subject to permitted encumbrances) fully perfected security interest in the shares of French Newco, the Equipment and the Inventory (collectively, the "SECURED ASSETS"). If and to the extent the Purchaser causes a Designated Purchaser (other than the Purchaser) to purchase all or a portion of the Secured Assets, then the Purchaser shall cause such Designated Purchaser, on or prior to the Closing in respect of the relevant Secured Assets, to agree to be bound by this Agreement in respect of such Secured Assets as if it were the Purchaser under this Agreement, but without prejudice to the liabilities of the Purchaser hereunder, or enter into with the Seller or applicable Designated Seller of the relevant Secured Assets an asset purchase agreement in substantially the form of this agreement and the Purchaser shall guarantee, and cause such Designated Purchaser to perform, all of the obligations of such Designated Purchaser under this Agreement, any other asset purchase agreement executed and delivered pursuant hereto and any other agreement or instrument delivered pursuant to this Agreement or any such other asset purchase agreement. The Purchaser or applicable Designated Purchaser shall also be permitted after the first Facility/ Design Closing to have an Affiliate of the Purchaser purchase all or a portion of the Secured Assets provided the same procedure in relation to the sale of the Secured Assets from the Purchaser to the Designated Purchaser (other than the Purchaser) is followed, mutatis mutandis.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Flextronics International LTD), Asset Purchase Agreement (Flextronics International LTD)

Security Documentation. The Purchaser shall deliver at the first Facility/ Facility/Design Closing the Security Documentation in customary form acceptable to the Seller and the Purchaser and containing such provisions as are necessary or appropriate to provide the Seller with a first priority (subject to permitted encumbrances) fully perfected security interest in the shares of French Newco, the Equipment and the Inventory (collectively, the "SECURED ASSETS"“Secured Assets”). If and to the extent the Purchaser causes a Designated Purchaser (other than the Purchaser) to purchase all or a portion of the Secured Assets, then the Purchaser shall cause such Designated Purchaser, on or prior to the Closing in respect of the relevant Secured Assets, to agree to be bound by this Agreement in respect of such Secured Assets as if it were the Purchaser under this Agreement, but without prejudice to the liabilities of the Purchaser hereunder, or enter into with the Seller or applicable Designated Seller of the relevant Secured Assets an asset purchase agreement in substantially the form of this agreement and the Purchaser shall guarantee, and cause such Designated Purchaser to perform, all of the obligations of such Designated Purchaser under this Agreement, any other asset purchase agreement executed and delivered pursuant hereto and any other agreement or instrument delivered pursuant to this Agreement or any such other asset purchase agreement. The Purchaser or applicable Designated Purchaser shall also be permitted after the first Facility/ Facility/Design Closing to have an Affiliate of the Purchaser purchase all or a portion of the Secured Assets provided the same procedure in relation to the sale of the Secured Assets from the Purchaser to the Designated Purchaser (other than the Purchaser) is followed, mutatis mutandis.

Appears in 1 contract

Sources: Asset Purchase Agreement (Nortel Networks LTD)