Deferred Businesses. If on the Closing Date, all conditions set forth in Article VIII have been fulfilled or waived (other than those conditions that by their nature are to be fulfilled at the Closing) other than the condition set forth in Section 8.1(b) and the condition in Section 8.1(b) has not been satisfied as the result of a failure to receive any of the approvals listed in Section 8.1(b) of the Company Disclosure Schedules, then the Parties agree, to the extent permitted by law, to consummate the Transactions only in relation to the Acquired Businesses for which all applicable approvals required pursuant to Section 8.1(b) have been received, so long as such approvals have been received with respect to at least one of the Algeria Business or the Mozambique Business. Any Acquired Business that the Parties are unable to close on the Closing Date in accordance with the first sentence of this Section 2.7(a), shall be deemed a “Deferred Business” and any condition set forth in Section 8.1(b) of the Company Disclosure Schedules relating to each Deferred Business that is unable to be fulfilled or waived on the Closing Date shall be deemed a “Deferred Transfer Condition” with respect to such Deferred Business. Notwithstanding anything to the contrary set forth in this Agreement, in the event that either the Mozambique Business or the Algeria Business is a Deferred Business, then Buyer may, in its sole discretion, elect to treat the Ghana Business as a Deferred Business, and if Buyer so elects, the Deferred Transfer of the Ghana Business shall not occur until the satisfaction or waiver of the Deferred Transfer Conditions with respect to the Mozambique Business or the Algeria Business, as applicable.
Deferred Businesses. In the case of a Deferred Business in the United States as to which the Seller is the Transferee (within the meaning of Exhibit VII), the Seller shall take such steps as are necessary for it to file, and the Seller and the Purchasers shall file, their respective United States federal income Tax Returns (and corresponding United States state and local income Tax Returns) on the basis that such Deferred Business is not a Deferred Business. In the case of a Deferred Business that is not in the United States, the parties, acting reasonably, shall endeavor to report such Deferred Business (or cause it to be reported) on the relevant foreign income Tax Returns as not a Deferred Business.
Deferred Businesses. For the avoidance of doubt, actions taken by Emerald or its Affiliates to operate or own any Deferred Business in compliance with their respective obligations under this Agreement during the period after the Principal Closing and prior to the Relevant Closing for such Deferred Business shall not constitute a violation of any provision of this Section 5.13.
Deferred Businesses
