Common use of Coordination and Initial Closing Clause in Contracts

Coordination and Initial Closing. The Buyer and the Sellers desire to effect a coordinated closing with respect to all of the Sellers' interests in the Acquired Assets. To that end, in order to provide sufficient time for the Sellers to obtain necessary Seller Regulatory Approvals, no Closing including, without limitation, the Initial Closing, shall occur until the date (the "Coordination Date") which is the earlier of (1) the date which is six (6) months after the Effective Date or (2) the date on which all Seller Regulatory Approvals have been obtained. Anything provided in this Agreement to the contrary notwithstanding, if the Coordination Date has occurred and the conditions precedent set forth in Section 6 are satisfied with respect to NAEC and any other Seller or Sellers (each a "Required Seller") holding individually, or in the aggregate with other Required Sellers, Ownership Shares (which shall include NAEC's Ownership Share), representing not less than fifty-one percent (51%) of the aggregate ownership interests of all of the Participants in the Facility (the "Required Assets"), then the Buyer and the Required Sellers shall proceed to Closing in accordance with Section 2.10 (the "Initial Closing") as follows: (i) In no event shall Ownership Shares (which shall include NAEC's Ownership Share) representing less than fifty-one percent (51%) of the aggregate ownership interests of all of the Participants in the Facility, be transferred at the Initial Closing. If UI has satisfied (and continues to satisfy) all conditions precedent set forth in Section 6 other than the condition precedent set forth in Section 6.2(m) (the "UI Bond Redemption Condition Precedent") at a time when the Initial Closing may otherwise occur, the Required Sellers may elect (such election to be made by consent of the Required Sellers holding fifty-one percent (51%) or more of the Ownership Shares to defer Closing until the "Deferral Date" which shall mean the earlier of: (1) the date of the satisfaction of the UI Bond Redemption Condition Precedent and (2) an outside date certain specified by such Required Sellers at the time said election is made (which shall not be later than sixty (60) days after the date of such election) (in which case the Required Sellers shall be referred to as the "Electing Required Sellers") (UI and the Electing Required Sellers collectively with any Seller for which all conditions precedent set forth in Section 6 have not then been satisfied shall be referred to as the "Remaining Sellers"). (ii) At any time when UI has satisfied (and continues to satisfy) all conditions precedent set forth in Section 6 other than the UI Bond Redemption Condition Precedent, the Buyer and the applicable Remaining Sellers shall proceed to Closing in accordance with Section 2.10: (1) on the Deferral Date, if applicable, in the case of each Remaining Seller with respect to whom all conditions precedent set forth in Section 6 are then satisfied, (2) on the date of satisfaction of the UI Bond Redemption Condition Precedent in the case of each Remaining Seller with respect to whom all conditions precedent set forth in Section 6 are then satisfied and (3) in the case of each other Remaining Seller, on a date no later than ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) after the satisfaction of the last condition precedent applicable to such Seller (each a "Subsequent Closing"). (iii) In the event that the Required Sellers and/or any Remaining Seller satisfy all applicable conditions precedent set forth in Section 6 at a time when UI has failed to satisfy one or more conditions precedent set forth in Section 6 in addition to the UI Bond Redemption Condition Precedent, said Required Sellers and/or Remaining Seller(s) shall proceed to Closing on a date no later than ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) after the satisfaction of the last condition precedent applicable to such Seller(s) for the Initial Closing or a Subsequent Closing, as applicable, provided, however, the Initial Closing shall not occur prior to the Coordination Date. (iv) In the event that all of the Sellers shall participate in a single Closing, such Closing shall be deemed to be the Initial Closing and all Sellers shall be deemed to be the Required Sellers (and there shall be deemed to be no Remaining Sellers).

Coordination and Initial Closing. The Buyer and the Sellers desire to effect a coordinated closing with respect to all of the Sellers' interests in the Acquired Assets. To that end, in order to provide sufficient time for the Sellers to obtain necessary Seller Regulatory Approvals, no Closing including, without limitation, the Initial Closing, shall occur until the date (the "Coordination Date") which is the earlier of (1) the date which is six (6) months after the Effective Date or (2) the date on which all Seller Regulatory Approvals have been obtained. Anything provided in this Agreement to the contrary notwithstanding, if the Coordination Date has occurred and the conditions precedent set forth in Section 6 are satisfied with respect to NAEC and any other Seller or Sellers (each a "Required Seller") holding individually, or in the aggregate with other Required Sellers, Ownership Shares (which shall include NAEC's Ownership Share), representing not less than fifty-one percent (51%) of the aggregate ownership interests of all of the Participants in the Facility (the "Required Assets"), then the Buyer and the Required Sellers shall proceed to Closing in accordance with Section 2.10 (the "Initial Closing") as follows: (i) In no event shall Ownership Shares (which shall include NAEC's Ownership Share) representing less than fifty-one percent (51%51 percent) of the aggregate ownership interests of all of the Participants in the Facility, be transferred at the Initial Closing. If UI has satisfied (and continues to satisfy) all conditions precedent set forth in Section 6 other than the condition precedent set forth in Section 6.2(m) (the "UI Bond Redemption Condition Precedent") at a time when the Initial Closing may otherwise occur, the Required Sellers may elect (such election to be made by consent of the Required Sellers holding fifty-one percent (51%51 percent) or more of the Ownership Shares to defer Closing until the "Deferral Date" which shall mean the earlier of: (1) the date of the satisfaction of the UI Bond Redemption Condition Precedent and (2) an outside date certain specified by such Required Sellers at the time said election is made (which shall not be later than sixty (60) days after the date of such election) (in which case the Required Sellers shall be referred to as the "Electing Required Sellers") (UI and the Electing Required Sellers collectively with any Seller for which all conditions precedent set forth in Section 6 have not then been satisfied shall be referred to as the "Remaining Sellers"). (ii) At any time when UI has satisfied (and continues to satisfy) all conditions precedent set forth in Section 6 other than the UI Bond Redemption Condition Precedent, the Buyer and the applicable Remaining Sellers shall proceed to Closing in accordance with Section 2.10: (1) on the Deferral Date, if applicable, in the case of each Remaining Seller with respect to whom all conditions precedent set forth in Section 6 are then satisfied, (2) on the date of satisfaction of the UI Bond Redemption Condition Precedent in the case of each Remaining Seller with respect to whom all conditions precedent set forth in Section 6 are then satisfied and (3) in the case of each other Remaining Seller, on a date no later than ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) after the satisfaction of the last condition precedent applicable to such Seller (each a "Subsequent Closing"). (iii) In the event that the Required Sellers and/or any Remaining Seller satisfy all applicable conditions precedent set forth in Section 6 at a time when UI has failed to satisfy one or more conditions precedent set forth in Section 6 in addition to the UI Bond Redemption Condition Precedent, said Required Sellers and/or Remaining Seller(s) shall proceed to Closing on a date no later than ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) after the satisfaction of the last condition precedent applicable to such Seller(s) for the Initial Closing or a Subsequent Closing, as applicable, provided, however, the Initial Closing shall not occur prior to the Coordination Date. (iv) In the event that all of the Sellers shall participate in a single Closing, such Closing shall be deemed to be the Initial Closing and all Sellers shall be deemed to be the Required Sellers (and there shall be deemed to be no Remaining Sellers).

Coordination and Initial Closing. The Buyer and the Sellers -------------------------------- desire to effect a coordinated closing with respect to all of the Sellers' interests in the Acquired Assets. To that end, in order to provide sufficient time for the Sellers to obtain necessary Seller Regulatory Approvals, no Closing Closin including, without limitation, the Initial Closing, shall occur until the date (the "Coordination Date") which is the earlier of (1) the date which is six (6) months after the Effective Date or (2) the date on which all Seller Regulatory Approvals have been obtained. Anything provided in this Agreement to the contrary notwithstanding, if the Coordination Date has occurred and the conditions precedent set forth in Section 6 are satisfied with respect to NAEC and any other Seller or Sellers (each a "Required Seller") holding individually, or in the aggregate with other Required Sellers, Ownership Shares (which shall include NAEC's Ownership Share), representing not less than fifty-one percent (51%) of the aggregate ownership interests of all of the Participants in the Facility (the "Required Assets"), then the Buyer and the Required Sellers shall proceed to Closing in accordance with Section 2.10 (the "Initial Closing") as follows: (i) In no event shall Ownership Shares (which shall include NAEC's Ownership Share) representing less than fifty-one percent (51%) of the aggregate ownership interests of all of the Participants in the Facility, be transferred at the Initial Closing. If UI has satisfied (and continues to satisfy) all conditions precedent set forth in Section 6 other than the condition precedent set forth in Section 6.2(m) (the "UI Bond Redemption Condition Precedent") at a time when the Initial Closing may otherwise occur, the Required Sellers may elect (such election to be made by consent of the Required Sellers holding fifty-one percent (51%) or more of the Ownership Shares to defer Closing until the "Deferral Date" which shall mean the earlier of: (1) the date of the satisfaction of the UI Bond Redemption Condition Precedent and (2) an outside date certain specified by such Required Sellers at the time said election is made (which shall not be later than sixty (60) days after the date of such election) (in which case the Required Sellers shall be referred to as the "Electing Required Sellers") (UI and the Electing Required Sellers collectively with any Seller for which all conditions precedent set forth in Section 6 have not then been satisfied shall be referred to as the "Remaining Sellers"). (ii) At any time when UI has satisfied (and continues to satisfy) all conditions precedent set forth in Section 6 other than the UI Bond Redemption Condition Precedent, the Buyer and the applicable Remaining Sellers shall proceed to Closing in accordance with Section 2.10: (1) on the Deferral Date, if applicable, in the case of each Remaining Seller with respect to whom all conditions precedent set forth in Section 6 are then satisfied, (2) on the date of satisfaction of the UI Bond Redemption Condition Precedent in the case of each Remaining Seller with respect to whom all conditions precedent set forth in Section 6 are then satisfied and (3) in the case of each other Remaining Seller, on a date no later than ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) after the satisfaction of the last condition precedent applicable to such Seller (each a "Subsequent Closing"). (iii) In the event that the Required Sellers and/or any Remaining Seller satisfy all applicable conditions precedent set forth in Section 6 at a time when UI has failed to satisfy one or more conditions precedent set forth in Section 6 in addition to the UI Bond Redemption Condition Precedent, said Required Sellers and/or Remaining Seller(s) shall proceed to Closing on a date no later than ten (10) days (or, if the tenth day is not a Business Day, then the next Business Day following such tenth day) after the satisfaction of the last condition precedent applicable to such Seller(s) for the Initial Closing or a Subsequent Closing, as applicable, provided, however, the Initial Closing shall not occur prior to the Coordination Date. (iv) In the event that all of the Sellers shall participate in a single Closing, such Closing shall be deemed to be the Initial Closing and all Sellers shall be deemed to be the Required Sellers (and there shall be deemed to be no Remaining Sellers).