Common use of Deferred Closings Clause in Contracts

Deferred Closings. (i) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (A) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the transactions contemplated by this Agreement or otherwise prohibiting the consummation of the Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside of such jurisdiction, (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity in the Deferred Closing Jurisdiction that is required to consummate the purchase by Purchaser of the Shares of a Transferred Company (or the indirect purchase of a Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) shall not have been obtained or (C) any consent listed on Section 2.9(b) of the Seller Disclosure Schedule shall not have been obtained with respect to the Transferred Company specified therein (the “Specified Deferred Business”), then the closing of the transactions contemplated hereby (“Deferred Closing”) with respect to such Transferred Company (or Transferred Companies) (each, a “Deferred Business”) shall be deferred until the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 8.4 with respect to such Deferred Business.

Deferred Closings. (ia) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing Jurisdiction”)Date, (Ai) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the transactions contemplated by this Agreement Purchase Transaction or otherwise prohibiting the consummation of the Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside purchase by Growth Partners of such jurisdictiona Purchased Asset, (Bii) any filing with, notice to, material Permit or permit, authorization, registration, consent or approval of a Governmental Entity in the Deferred Closing Jurisdiction Gaming License that is required to consummate the purchase by Purchaser of the Shares Growth Partners of a Transferred Company (Purchased Asset or the indirect purchase contribution to Growth Partners of a Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) Contributed Asset shall not have been obtained or (Ciii) any consent listed on Section 2.9(bSchedule 10.3(d) of the Seller Disclosure Schedule shall not have been obtained with respect to the Transferred Company a Purchased Asset specified therein (the “Specified Deferred Business”)therein, then the closing of the transactions contemplated hereby (the “Deferred Closing”) with respect to such Transferred Company (or Transferred Companies) Purchased Asset (each, a “Deferred BusinessAsset”) shall be deferred until (but shall occur on) the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 8.4 10.4 with respect to such Deferred BusinessAsset.