OR (2) FIVE DAYS AFTER THE DATE OF THE ENTRY OF THE SALE
ORDER.
IF, SUBSEQUENT TO U.S. BUYER PROVIDING THE BUYER MASTER DATA
DESCRIPTION, SELLERS BELIEVE U.S. BUYER HAS NOT FULLY COMPLIED WITH ITS
OBLIGATIONS IN THIS SECTION 5(M)(I)(D), THEN SELLERS SHALL PROMPTLY NOTIFY U.S.
BUYER OF THE SPECIFIC DEFICIENCIES WITH RESPECT TO THE U.S. BUYER'S PROVISION OF
THE BUYER MASTER DATA DESCRIPTION.
NOTWITHSTANDING THE ABOVE, PRIOR TO THE
CLOSING DATE, U.S. BUYER SHALL ONLY PERMIT U.S. BUYER'S IT CLEAN TEAM TO HAVE
ACCESS TO, VIEW OR USE SUCH SELLER MASTER DATA OR ANY PORTION THEREOF.
IF THIS
AGREEMENT IS TERMINATED FOR ANY REASON PRIOR TO THE CLOSING, THEN U.S. BUYER
SHALL, AND SHALL CAUSE THE IT CLEAN TEAM TO, PROMPTLY DESTROY OR RETURN TO
SELLERS, AT U.S. BUYER'S ELECTION, ALL SUCH SELLER MASTER DATA (AND ALL COPIES
AND DERIVATIVE PRODUCTS THEREOF) AND, IN THE CASE OF DESTRUCTION, U.S. BUYER
SHALL CERTIFY SUCH DESTRUCTION TO SELLERS IN WRITING;
(E)
ASSIGN TO SUCH BUYER (OR TO AN AFFILIATE OF
SUCH BUYER AS SUCH BUYER MAY DIRECT) AS OF THE CLOSING, TO THE EXTENT
ASSIGNABLE, ANY LOCKBOXES AND ACCOUNTS USED BY ANY TARGET COMPANY, TRONOX
AUSTRALIA OR TIWEST IN THE ACQUIRED BUSINESS, AND EXECUTE AND DELIVER SUCH
DOCUMENTATION REASONABLY REQUIRED BY SUCH BUYER TO ESTABLISH THE COLLECTION
ACCOUNTS AS COLLATERALIZED ACCOUNTS FOR SUCH BUYER'S PROPOSED PARTICIPATION IN A
SECURITIZATION OR ASSET-BACKED LENDING PROGRAM; AND
(F)
WITHIN TEN BUSINESS DAYS PRIOR TO THE
CLOSING, EXECUTE AND DELIVER CUSTOMARY INSTRUCTIONS TO THOSE CUSTOMERS OF THE
ACQUIRED BUSINESS IDENTIFIED BY SUCH BUYER TO MAKE PAYMENTS TO BANK ACCOUNTS
DESIGNATED BY SUCH BUYER FROM AND AFTER THE CLOSING.
(II)
NOTHING IN SECTION 5(M)(I) SHALL REQUIRE
SUCH COOPERATION TO THE EXTENT IT WOULD UNREASONABLY INTERFERE WITH THE ONGOING
OPERATIONS OF ANY SELLER, TARGET COMPANY OR TIWEST AND NOTHING IN THIS
SECTION 5(M) SHALL REQUIRE ANY SELLER, ANY AFFILIATE OF ANY SELLER, ANY TARGET
COMPANY OR TIWEST TO PAY OR INCUR LIABILITY FOR ANY FEE OR OTHER EXPENSE THAT IS
NOT ADVANCED OR SIMULTANEOUSLY REIMBURSED BY BUYERS.
SELLERS AND THE TARGET
COMPANIES HEREBY CONSENT TO THE USE OF ANY SUCH PERSON'S LOGO, SUBJECT TO THE
79
PRIOR WRITTEN APPROVAL OF ITS USE (SUCH APPROVAL NOT TO BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED), IN CONNECTION WITH THE DEBT FINANCING.
(III)
NOTWITHSTANDING THE FOREGOING, NEITHER ANY
BREACH OF THIS SECTION 5(M) NOR THE UNAVAILABILITY OR TERMS OF ANY DEBT
FINANCING SHALL AFFECT BUYERS' OBLIGATION TO CLOSE THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR BE DEEMED TO BE A BREACH OF A COVENANT OF ANY SELLER FOR
PURPOSES OF SECTION 7(A) AND SECTION 8(A).
FAILURE BY SELLERS TO COMPLY WITH
SECTIONS 5(M)(I)(A) AND/OR (B) ABOVE SHALL RESULT IN A REDUCTION TO THE INITIAL
PURCHASE PRICE OF $3,000,000, WHICH REDUCTION SHALL BE BUYERS' SOLE REMEDY FOR
SUCH BREACH OR BREACHES; PROVIDED THAT NO SUCH REDUCTION SHALL BE MADE IF THE
CARVE-OUT FINANCIAL STATEMENTS ARE AVAILABLE TO BUYERS AT THE TIME OF THE
CLOSING.
FAILURE BY SELLERS TO COMPLY WITH SECTIONS