We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Delayed Closing Sample Clauses

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. (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 Xxxxx. ☐ The Closing may NOT be delayed.
Delayed Closing. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that all of the conditions to closing set forth in Article VI have been satisfied but the Change in Control FCC Approval has not then been received or obtained, neither (a) the Common Carrier FCC Licenses nor (b) as applicable, the Communications Subsidiary or U.S. Satellite Corporation (“USSC”) shall be transferred to the Company or any designated Affiliate, and the Closing shall then occur with respect to the Share Purchase as provided in Sections 1.2, 1.3 and 1.4, subject to subsections (b), (c) and (d) below (the date of such Closing, being, for the avoidance of doubt, the Closing Date hereunder); provided that the Closing Date Cash Consideration otherwise payable to Seller shall be reduced, or the Closing Date Capital Contribution payable by Seller shall be increased, as applicable, by an amount equal to $2,000,000 (the “Delayed Closing Purchase Price”). (b) In the event that the Closing occurs pursuant to subsection (a) above, then there shall be a subsequent closing with respect to the transfer to the Company or its designated Affiliate of (i) the Common Carrier FCC Licenses or (ii) as applicable, the Communications Subsidiary or USSC (the “Delayed Closing”), as contemplated by the applicable FCC order and Section 5.23. For the avoidance of doubt, neither (x) the Common Carrier FCC Licenses nor (y) as applicable, the Communications Subsidiary or USSC shall be assets of the Company or any of its Subsidiaries at the Closing of the Share Purchase unless the Change in Control FCC Approval has been obtained prior to such time. (c) The Delayed Closing shall occur on the third Business Day (the “Delayed Closing Date”) following receipt of the Change in Control FCC Approval, at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. New York or at such other place or at such other time or on such other date as Buyer and Seller may mutually agree upon in writing. At the Delayed Closing, Seller shall make such deliveries as may be reasonably necessary to transfer, in accordance with the applicable FCC order, either (i) the Common Carrier FCC Licenses or (ii) all of the equity interests in the Communications Subsidiary or USSC, as applicable, to the Company or its designated Affiliate, and Buyer shall deliver or cause the Company to deliver to Seller the Delayed Closing Purchase Price by wire transfer of immediately available funds to an a...
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: (a) shall proceed to Closing with respect to the Series D Purchaser(s) who are willing and able to comply with their obligations under Section 1.2 and with respect to whom the Purchasers’ Conditions are satisfied, unless such Series D Purchasers do not include the Series D Lead Purchaser; and (b) may postpone the completion of the sale of Series D Preferred Shares with respect to the Series D Purchaser(s) who fail or are unable to comply with their obligations under Section 1.2 or with respect to whom the Purchasers’ Conditions are not satisfied or waived by the Closing to a date designated by the Company. Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to proceed to Closing unless the Series D Lead Purchaser is willing and able to proceed to Closing.
Delayed ClosingThe 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 ClosingBy 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. If, as of the Closing Date, Buyer or its Affiliate has not established a bank account in Brazil, then the sale and purchase of the Initial Purchased Assets that are held by the Seller organized in such jurisdiction and the assumption of the Initial Assumed Liabilities that are held by the Seller organized in such jurisdiction, as contemplated by this Agreement, shall not take place at the Closing, but shall instead take place at a closing (the “Delayed Closing”) to be held at the offices of Xxxxxx & Bird LLP, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 at 10:00 a.m., Eastern time, on the date most promptly practicable following the establishment of the applicable local bank account in such jurisdiction; provided, that the obligation of each party hereto to consummate the Delayed Closing shall be subject to the condition that no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order or Law that is then in effect and has the legal effect of restraining, enjoining or otherwise making illegal consummation of the sale of the applicable Initial Purchased Assets or the assumption of the applicable Initial Assumed Liabilities. Notwithstanding the foregoing, the Delayed Closing may be consummated at such other place or at such other time or on such other date as Parent and Buyer may mutually agree in writing (the date of the Delayed Closing, the “Delayed Closing Date”).
Delayed ClosingNotwithstanding 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)): (i) the date that is the third (3rd) Business Day following the day on which the Company validly gives Parent notice that it has entered into an IRS Matter Qualified Closing Agreement; (ii) the date that is the third (3rd) Business Day following the day on which Parent elects, in its sole discretion, to deliver to the Company an IRS Matter Notice; and (iii) the date that is six (6) months from the date of this Agreement or such earlier date as may be mutually agreed by Parent and the Company.
Delayed ClosingNotwithstanding 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.