Delayed Closing. To the extent that the NJDEP Approvals shall not have been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to sell the NJDEP Subsidiaries. Following the Closing, Parent, Seller and Buyer shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such NJDEP Approvals; provided, however, that neither Parent, Seller nor Buyer nor any of their respective Affiliates shall be required to incur any obligation or pay any additional consideration therefor, other than (i) a nominal filing, application or similar cost or fee, and (ii) nominal amounts to cover processing and review by third parties of such authorizations, approvals, consents, agreements or waivers, including de minimis amounts of attorneys’ fees. Pending obtaining such NJDEP Approvals, Parent, Seller and Buyer shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the profits and other benefits and liabilities of use or ownership of the NJDEP Subsidiaries (excluding liabilities for Taxes relating to such use or ownership or the profits to Buyer therefrom). Once the NJDEP Approvals are obtained, Parent and Seller shall promptly sell, assign, transfer and deliver the NJDEP Subsidiaries to Buyer for no additional consideration (other than as provided for above) at a closing to be held on the fifth Business Day after receipt of the NJDEP Approvals (the “Delayed Closing Date”), or such other time as Parent, Seller and Buyer may mutually agree (the “Delayed Closing”). For purposes of this Section 2.6, any NJDEP Subsidiaries subject to a Delayed Closing shall be referred to as “Delayed Assets”. The risk in any such Delayed Assets shall pass to Buyer effective as of the Closing. After Closing and prior to the Delayed Closing, if requested by Buyer and subject to compliance with Laws and any contractual obligations of Parent and Seller prohibiting or limiting the execution of a declaration of trust relating to any such Delayed Assets, Parent and Seller shall execute a declaration of trust pursuant to which it will hold the benefit of such Delayed Assets in trust for Buyer. Parent and Seller shall account to Buyer for all sums received, less any direct costs (not including management time) which relate to any such Delayed Assets. From and after Closing and prior to the Delayed Closing, Parent and Seller shall, at Buyer’s expense (but without prejudice to Buyer’s rights to indemnification pursuant...
Delayed Closing. If Closing is to take place more than 10 days after the date of this Agreement, the Borrower shall deliver or procure delivery to the Lender of such applicable updated or bringdown documents and evidence of the type listed in Schedule 1 as the Lender shall, by not less than two Business Days’ written notice to the Borrower, require, acting reasonably.
Delayed Closing. If (i) any Series D Purchaser fails or is unable to comply with any of its obligations under Section 1.2 on Closing or (ii) the conditions to Closing as set forth in Article VII (the “Purchasers’ Conditions”) are not satisfied or waived with respect to all Series D Purchasers as at the Closing Date, the Company:
Delayed Closing. The Closing may be extended an additional days if Buyer’s lender requires additional documentation or information. The delay in the Closing will not be the fault of Buyer.
Delayed Closing. (Check one) ☐ The Closing may be extended an additional __________ days if Buyer’s lender requires additional documentation or information. The delay in the Closing will not be the fault of Buyer. ☐ The Closing may NOT be delayed.
Delayed Closing. By Buyer giving written notice to Seller, or by Seller giving written notice to Buyer, if the transactions contemplated by this Agreement shall not have been consummated by December 31, 1998, unless such failure shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants, agreements and conditions hereof to be performed or observed by such party at or before the Closing Date.
Delayed Closing. Notwithstanding anything to the contrary in the Asset Purchase Agreement, Closing for the Supply Agreements for Sites #000, #000, #000, #000, #000, #000, #000 and #1329 shall be delayed until such time as Purchaser obtains the necessary government permits or licenses to operate such Sites, including any required retail motor fuel licenses (collectively, the “Approvals”). Purchaser represents to Seller that it will use commercially reasonable efforts to obtain the Approvals and Purchaser shall give Seller prompt notice upon Purchaser obtaining Approvals to operate such Sites. Purchaser shall place in escrow with the Escrow Agent on the May 19, 2014 Closing Date as part of the total Purchase Price the purchase price allocated to the Supply Agreements for Sites #000, #000, #000, #000, #000, #000, #000 and #1329.
Delayed Closing. Notwithstanding Section 1.2, the date of the Closing shall be the later of (A) the date on which the Closing would be required to occur pursuant to Section 1.2 (subject to Parent’s right to delay the Closing pursuant to Section 1.2) and (B) the earliest of the following (for the avoidance of doubt, in each case subject to the satisfaction or, to the extent permitted by applicable Law, waiver in accordance with this Agreement of, the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing)):
Delayed Closing. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Parties have determined that the conditions set forth in Article VII have been satisfied (other than conditions which by their terms are intended to be satisfied as of the Closing Date, with respect to which, upon the request of a Party, the Parties shall certify as to the satisfaction of such conditions to each other Party in connection with such determination), except that the transfer of any of the CAM Transferred Shares in respect of any CAM Transferred Subsidiary that is created or organized outside the United States and is immaterial to the CAM Business or any of the PC/CM Transferred Shares in respect of any PC/CM Subsidiary that is created or organized outside the United States and is immaterial to the PC/CM Business requires any material approval or permit of any Governmental Authority that has not then been received or obtained or the expiration of any applicable waiting period that has not expired (such transferred shares and the assets relating to the CAM Business or the PC/CM Business, as the case may be, conducted by such Subsidiary, collectively, the “Delayed Closing Assets”), either party shall have the right to require the Closing other than with respect to such Delayed Closing Assets, which Closing shall be effected as contemplated hereby, subject to subsections (b) and (f) below.
Delayed Closing. By any party hereto giving written notice to the other parties hereto, if the transactions contemplated by this Agreement shall not have been consummated by March 31, 1997, unless such failure shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants, agreements and conditions hereof to be performed or observed by such party at or before the Closing Date.
