Common use of Delayed Closing Clause in Contracts

Delayed Closing. (a) If all of the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement on or prior to the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreement.

Delayed Closing. (a) If all of Notwithstanding anything to the contrary contained in this Agreement, in the event that the Parties have determined that the conditions set forth in Article VI VII have been satisfied (other than those conditions which by their terms can only are intended to be satisfied at as of the Closing) shall have been satisfied or waived in accordance with this Agreement on or prior to the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect with respect to delay 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 until the other than with respect to such Delayed Closing Date. In the event that Buyer makes such electionAssets, which Closing shall be effected as contemplated hereby, subject to subsections (i) the conditions set forth in Section 6.2(ab) and Section 6.2(d(f) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360below. (b) If Buyer has In the event that there shall be a Delayed Closing, the Delayed Closing Assets shall not received all of be transferred to Citigroup or Xxxx Xxxxx, as applicable, at the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated herebyClosing. (c) If Buyer elects not One or more subsequent closings (the “Delayed Closing”) with respect to file amendments Delayed Closing Assets shall occur on the later of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on second Business Day (the June 30 Purchase Price at a rate “Delayed Closing Date”) following receipt of 6.00% per annum calculated on the basis applicable approvals of a year of 360 days any Governmental Authority and the actual number expiration of days elapsed beginning from (and including) any applicable waiting period with respect to such Delayed Closing Assets, the transfer of which require such approvals, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 10:00 a.m., New York City time, or at such other place, time or date that is 150 days after as the date hereof Parties shall agree upon in writing. At a Delayed Closing, the Parties shall make such deliveries as may be reasonably necessary to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during assign the Delayed Closing PeriodAssets, except the last payment shall be made on the earlier to occur as contemplated by Section 2.3 and 2.4 of the Closing Date and the first day of the month following such terminationthis Agreement. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of From the Closing Date to the applicable Delayed Closing, Citigroup shall, with any necessary cooperation from Xxxx Xxxxx, (i) take such actions with respect to Delayed Closing Assets intended to be acquired by Xxxx Xxxxx hereunder as may be reasonably requested by Xxxx Xxxxx to the extent permitted by any Requirement of Law, and (ii) (A) preserve each Delayed Closing Asset, (B) hold and operate each such Delayed Closing Asset in trust for the date this Agreement account of Xxxx Xxxxx and (C) provide Xxxx Xxxxx the economic benefit thereof, and transfer to Xxxx Xxxxx the economic burden thereof, including discharging any liabilities or obligations relating to such Delayed Closing Assets, and Xxxx Xxxxx shall be liable for such liabilities and obligations. To the extent that any Citigroup Seller is terminated not lawfully able to hold and operate any such Delayed Closing Asset in trust for the account of Xxxx Xxxxx as contemplated by the preceding sentence, such Citigroup Seller shall use its commercially reasonable efforts to enter into an arrangement that passes on to Xxxx Xxxxx the economic costs, economic burdens and benefits of ownership of such Delayed Closing Assets. The foregoing shall be undertaken pursuant to Section 10.1. Buyer shall pay such interest documentation to Sellers be mutually agreed upon by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date Citigroup and the first day of the month following such terminationXxxx Xxxxx. (e) If Buyer has timely filed From the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior Closing Date to the date that is 210 days after the date hereofapplicable Delayed Closing, Buyer mayXxxx Xxxxx shall, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such electionwith any necessary cooperation from Citigroup, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the take such actions with respect to Delayed Closing Date if they were satisfied on Assets intended to be acquired by Citigroup hereunder as may be reasonably requested by Citigroup to the Scheduled Closing Date extent permitted by any Requirement of Law, and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-preserve each Delayed Closing Distributions as of such Elected Date) times Asset, (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the hold and operate each such Delayed Closing Period Asset in trust for the account of Citigroup and (C) provide Citigroup the denominator economic benefit thereof, and transfer to Citigroup the economic burden thereof, including discharging any liabilities or obligations relating to such Delayed Closing Assets, and Citigroup shall be liable for such liabilities and obligations. To the extent that any Xxxx Xxxxx Seller is not lawfully able to hold and operate any such Delayed Closing Asset in trust for the account of which is 360Citigroup as contemplated by the preceding sentence, such Xxxx Xxxxx Seller shall use its commercially reasonable efforts to enter into an arrangement that passes on to Citigroup the economic costs, economic burdens and benefits of ownership of such Delayed Closing Assets. The foregoing shall be undertaken pursuant to documentation to be mutually agreed upon by Xxxx Xxxxx and Citigroup. (f) Notwithstanding anything contained herein to the contrary, Section 7.1(b) shall be the only condition required to be satisfied or waived by any Party prior to a Delayed Closing in order to consummate the transactions contemplated by this Section 2.7 with respect to any Delayed Closing Assets. In respect of the Delayed Closing Assets, from the Closing Date to the Delayed Closing, Citigroup and Xxxx Xxxxx shall continue to comply with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing solely in respect of the Delayed Closing Assets and, unless the context clearly requires otherwise and except for purposes of Article VIII hereof, all references in this Agreement to the contrary“Closing” or the “Closing Date” shall, if Buyer elects with respect to delay the Closing until the Delayed Closing Date and Assets, be deemed to refer to the Elected Date referred to in subsections (a) and (e) is the Scheduled Delayed Closing Date and not or the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Daterespectively. (g) For In the avoidance event any Delayed Closing does not occur, the Parties shall, to the extent lawful and practicable, use their reasonable best efforts to enter into arrangements to reinstate the intended benefits, net of doubtthe intended burdens, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer associated with the transfer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreementthe relevant Delayed Closing Assets.

Delayed Closing. If, on the Closing Date, a Manufacturer has not issued and delivered to the Purchaser a conditional approval letter or other correspondence confirming the Manufacturer’s intent to enter into a new Manufacturer Agreement with the Purchaser on terms and conditions reasonably acceptable to the Purchaser (“Manufacturer Approval”), with respect to any particular Dealership (such Dealership, a “Delayed Closing Dealership”), then (a) If all such Delayed Closing Dealership and the Purchased Assets related thereto (collectively, the “Delayed Closing Purchased Assets”) will not be transferred, assigned and conveyed to the Purchaser at Closing, but rather the Purchaser will deposit the portion of the conditions Closing Purchase Price, as set forth in Article VI the Allocation or as otherwise mutually agreed in writing by the parties (other than those conditions which the “Delayed Closing Amount”), into escrow to be held and disbursed by their terms can only be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement on or prior Escrow Agent pursuant to the date that is 150 days after terms of the date hereofEscrow Agreement and as agreed by the parties hereto, Buyer may, upon written notice to Sellers prior and (b) the Delayed Business Employees will not be transferred to the Scheduled Purchaser or its Affiliates on the Closing Date, elect but rather the Purchaser will, or will cause its Affiliates to, make conditional offers of employment to delay the Closing until Delayed Business Employees pursuant to Section 7.06(b). Pending Manufacturer Approval, the Purchaser will not assume any Assumed Liabilities to the extent arising out of or in connection with the Delayed Closing Date. In the event that Buyer makes such electionPurchased Assets, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on Purchased Assets will not be transferred by the Scheduled Closing Date Selling Entities to the Purchaser, but will be retained and (ii) not later than five (5) Business Days before operated by Selling Entities until the closing of sale of the Delayed Closing Date, Sellers shall notify Buyer in writing of their election Purchased Assets to have the Purchase Price determined as of the Scheduled Closing Date Purchaser or the to a third party (a “Delayed Closing”). The date on which any Delayed Closing Date (the date so elected occurs is hereinafter referred to herein as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes ” with respect to such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360Closing. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreement.

Delayed Closing. (a) If all of To the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at extent that the Closing) NJDEP Approvals shall not have been satisfied or waived in accordance with this Agreement on or obtained prior to the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect this Agreement shall not constitute an agreement to delay sell the Closing until NJDEP Subsidiaries. Following the Delayed Closing Date. In the event 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 makes such electionnor any of their respective Affiliates shall be required to incur any obligation or pay any additional consideration therefor, other than (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date 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 later 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 to Article IX) maintain adequate (but in no event less than five (5was maintained in respect of the relevant Delayed Assets prior to Closing) Business Days before insurance coverage on any such Delayed Assets and, to the extent permitted under the relevant policies, cause Buyer to be added to all applicable insurance policies as an additional insured. Subject to compliance with Laws and any contractual obligations of Parent of Seller, if the benefit of such Delayed Assets cannot be held in trust for Buyer, Parent, Seller and Buyer will use their reasonable best efforts to make such other reasonable and lawful arrangements among themselves to implement the transfer of the benefit of such Delayed Assets to the extent possible. After Closing and prior to the Delayed Closing Date, Sellers shall notify and without prejudice to any claim which Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Datehas under Article IX, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of indemnify Parent and Seller for all costs and expenses (Aexcluding Tax liabilities) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals suffered or reasonably incurred by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications Parent or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators Seller in connection with their review such Delayed Assets, provided that Buyer shall not be required to indemnify Parent or Seller in respect of internal administrative costs (except to the extent attributable to the gross negligence or willful misconduct of Seller). In the case of the Form A ApplicationsDelayed Closing, in each case in sufficient amounts to enable Buyer to pay the Purchase Price Parent and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i)Seller shall, Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and to the date this Agreement is terminated pursuant of the Delayed Closing, establish (if not already established) and maintain, at the expense of Buyer, separate books of account and financial statements relating to Section 10.1such Delayed Assets. Buyer shall pay have the right, at Buyer’s expense, to audit such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment accounts (upon reasonable notice and at reasonable times) and Parent and Seller shall be made on the earlier to occur of the Closing Date reasonably cooperate with Buyer and the first day of the month following its accountants in any such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii)audit. Parent and Seller shall, and has not received shall cause their Affiliates to, keep confidential all information in relation to any such Delayed Assets with the same degree of the Form A Approvals by the date that is 210 days after the date hereofcare as such party maintains its own confidential information. Parent, Seller and Buyer shall pay interest on keep each other reasonably informed of matters within their knowledge that are reasonably likely to affect the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided other in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition relation to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this AgreementDelayed Assets.

Delayed Closing. (ai) If Notwithstanding anything to the contrary in Section 6.9(b): (A) With respect to each Company to which Section 3.4(d) applies, Conopco shall prepare and file (or cause to be filed) all Tax Returns where a filing in respect of a period ending after Closing is made at a time before it is known whether the conditions set forth Company will ultimately be the subject of a Delayed Closing, and to the extent that Buyer (or one of its Affiliates) would be liable for the Tax on such Tax Return were Delayed Closing to occur, such filing shall be subject to the prior approval of Buyer, such approval not to be unreasonably withheld or delayed; (B) With respect to each Company to which Section 3.4(d) applies and which has been the subject of a Delayed Closing, Conopco shall prepare and file (or cause to be filed) all Tax Returns required to be filed in Article VI (other than those conditions which by their terms can only be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement respect of periods ending on or prior to the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior Delayed Closing and to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event extent that Buyer makes (or one of its Affiliates) is liable for the Tax on such electionTax Return, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) then such filing shall be deemed satisfied on subject to the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and prior approval of Buyer, such approval not to be unreasonably withheld or delayed. (iiC) not later than five (5) Business Days before the Delayed Closing Date, Sellers Conopco shall notify procure that Buyer in writing receives copies of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter each Tax Return referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of in (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times or (B) the product of 0.06 times a fraction, the numerator of which is the number of not less than 5 days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after by which such Tax Return must be filed with the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and relevant Governmental Authority. (ii) not later than five (5) Business Days before the If Delayed Closing Datedoes not occur in respect of Shares or Assets to which Section 3.4(d) applies or if the sale, Sellers assignment, transfer or delivery of any other Asset or any other Shares does not occur pursuant to this Agreement, no liability under this Section 6.9 shall notify accrue to Buyer (acting for themselves, Holdings and the other Designated Buyers) or Conopco (acting for itself, Share Subscriber and the other Sellers), in writing respect of their election such Assets or Shares and any payment under Section 6.9 in respect of a Delayed Asset or Delayed Share made by Buyer (on behalf of themselves, Holdings and the other Designated Buyers) to have Conopco or any of its Affiliates or by Conopco (acting for itself, Share Subscriber and the Purchase Price determined as other Sellers) to Buyer or any of the Scheduled Closing Date or the its Affiliates shall be Table of Contents refunded upon confirmation that Delayed Closing Date. If Sellers elect shall not occur or that the Scheduled Closing Date as relevant Assets or Shares will not be transferred save to the Elected Date, Buyer shall pay Sellers, extent that such payment has been taken into account in calculating any amount payable pursuant to Section 2.2(e3.4(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreement.

Delayed Closing. (a) If all of Notwithstanding anything to the contrary contained herein, in the event that the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at the Closing) shall VII have been satisfied satisfied, except that the transfer of the Acquired Subsidiary Stock or waived any Purchased Interest used or held for use in accordance with this Agreement on the Financial Products Business (such Acquired Subsidiary Stock and Purchased Interests, the "FP Delayed Closing Assets") or prior the assumption of any Assumed Liability related to the date Financial Products Business (the "FP Delayed Closing Liabilities") requires any approval of any Governmental Authority that is 150 days after the date hereofhas not been received, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and effected as contemplated hereby subject to subsections 3.7(b) to (iie) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360hereof. (b) If Buyer has At the Closing, in the event there shall be a Financial Products Delayed Closing, the FP Delayed Closing Assets or the FP Delayed Closing Liabilities shall not received all be transferred to Purchaser. A subsequent closing (the "Financial Products Delayed Closing") with respect to the FP Delayed Closing Assets and the FP Delayed Closing Liabilities shall occur on the second Business Day (the "Financial Products Delayed Closing Date") following receipt of the Form A Approvals by applicable approvals of any Governmental Authority or at the date that is 150 days after expiration of any applicable waiting period. At the date hereofFinancial Products Delayed Closing, Buyer may, upon written notice Sellers and Purchaser shall make such deliveries as may be reasonably necessary or reasonably mutually desirable to Sellers, elect to (i) continue to pursue approval of transfer and assign the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facilityFP Delayed Closing Assets, and (B) to assume any other financing plan (including bank debt FP Delayed Closing Liabilities, as contemplated by Sections 2.2 and public and private offerings 2.4 of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated herebythis Agreement. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of From the Closing Date to the Financial Products Delayed Closing, Sellers shall, with any necessary cooperation from Purchaser, take such actions with respect to such FP Delayed Closing Assets and such FP Delayed Closing Liabilities as may be reasonably requested by Purchaser to the date this Agreement extent permitted by law and shall preserve each FP Delayed Closing Asset and hold and operate each such FP Delayed Closing Asset in trust for the account of Purchaser and provide Purchaser the economic benefit thereof, and Purchaser shall be liable for all obligations relating to such FP Delayed Closing Assets and for the FP Delayed Closing Liabilities. To the extent that any Seller is terminated not lawfully able to hold and operate any FP Delayed Closing Asset in trust for the account of Purchaser as contemplated by the preceding sentence, such Seller shall use its reasonable best efforts to enter into an arrangement that passes through to Purchaser the economic costs and benefits of ownership of such FP Delayed Closing Assets. The foregoing shall be undertaken pursuant to Section 10.1. Buyer shall pay such interest to Sellers documentation mutually agreed upon by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date Purchaser and the first day of the month following such terminationSellers. (d) If Buyer has timely filed the amendments In respect of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days FP Delayed Closing Assets and the actual number of days elapsed beginning FP Delayed Closing Liabilities, from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date to the Financial Products Delayed Closing, Sellers and the date Purchaser shall continue to comply with all covenants and agreements contained in this Agreement is terminated pursuant that are required by their terms to Section 10.1. Buyer shall pay such interest be performed prior to Sellers by wire transfer the Closing and, unless the context clearly requires otherwise, all references in this Agreement to an account designated by Sellers on "Closing" or "Closing Date" shall, with respect to the first day of each month during the FP Delayed Closing PeriodAssets, except the last payment shall be made on the earlier to occur FP Delayed Closing Liabilities and all persons employed primarily in or in support of the FP Delayed Closing Date and Assets, be deemed to refer to the first day of Financial Products Delayed Closing or the month following such terminationFinancial Products Delayed Closing Date, respectively. (e) If Buyer has timely filed In the amendments event the Financial Products Delayed Closing shall not have occurred within 90 days of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect upon the written request of Purchaser and for no additional consideration, Sellers shall, and shall cause their Subsidiaries to, to delay the Closing until extent permitted by law, take all such actions as may be reasonably necessary to effect the orderly transition of the economic benefits and burdens of the FP Delayed Closing Date. In Assets and the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the FP Delayed Closing Date if they were satisfied on the Scheduled Closing Date Liabilities to a Person designated by Purchaser, including entering into reinsurance, marketing and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election administrative agreements as necessary to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of effectuate such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360transition. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreement.

Delayed Closing. The Parties acknowledge and agree that notwithstanding any other provisions of this Agreement, including Articles II, VII and VIII, the consummation of the transfer and conveyance to the Purchaser of the Assets (other than Inventory) located in or related exclusively to the Blue Distribution Centers (the “Delayed Assets”) and the Blue Distribution Center Contracts and the employment by the Purchaser of Transferred Employees located in such facilities and the assumption by the Purchaser of the liabilities (a) If all under the Blue Distribution Center Contracts, (b) with respect to any Transferable Permits relating exclusively to a Blue Distribution Center, and (c) to or with respect to such Transferred Employees (collectively, the “Delayed Assumed Obligations”) (each such transfer and conveyance, a “Delayed Closing”) will not occur on the Closing Date but will instead be consummated on a Blue Distribution Center by Blue Distribution Center basis on the Transfer Date (as such term is defined in the Transition Services Agreement) for such Blue Distribution Center. The parties further acknowledge and agree that no breach or default of the conditions set forth in Article VI (other than those conditions which by their terms can only Agreement will be satisfied deemed to have occurred as a result of not transferring the Delayed Assets or the Blue Distribution Center Contracts or employing such Transferred Employees at the Closing) . At each such Delayed Closing and in connection with the transfer of the Delayed Assets and Blue Distribution Center Contracts associated with the Blue Distribution Centers and the assumption by the Purchaser of the Delayed Assumed Obligations, the parties shall have been satisfied or waived in accordance with this Agreement on or prior execute and deliver to the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, other (i) an assignment and assumption agreement substantially in the conditions set forth in Section 6.2(a) form of the Assignment and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date Assumption Agreement and (ii) not later than five (5) Business Days before a xxxx of sale substantially in the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as form of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”)Xxxx of Sale. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (f) Notwithstanding anything in this Agreement herein to the contrary, if Buyer elects following the Closing, the Purchaser shall have no obligation to delay the Closing until extend or renew any Purchased Contract or Permit included in the Delayed Closing Date Assets or Blue Distribution Center Contracts, and subject to the Elected Date referred terms of the Transition Services Agreement, the sole recourse and remedy the Purchaser or any of its Affiliates shall have against the Seller or any of its Affiliates for damage, destruction or loss to in subsections (a) and (e) is the Scheduled Closing Date and not the any Delayed Closing Date: (i) the calculations set forth in Section 2.2(a)Asset, (b)including a Distribution Center, (c) and (d) shall be made as if any insurance proceeds collected by the Seller (which proceeds the Seller shall use commercially reasonable efforts to obtain) relating to such Scheduled Closing Date were the Closing Date; damage, destruction or loss and that are not otherwise used in remedying such damage, destruction or loss or otherwise contractually committed and paid to any third party (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheetfor example, the Proposed Final Adjusted Book Value, DC Leases may require the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of Seller to remit such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior insurance proceeds to the month in which lessor or apply such Scheduled Closing Date falls; and (iv) the Closing Date referred proceeds to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal remedy or equitable remedies available to Sellers, and offset any such payments shall not relieve Buyer of any liabilities damage, destruction or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreementloss).

Delayed Closing. (a) If all of Notwithstanding anything to the contrary contained in this Agreement, in the event that the Parties have determined that the conditions set forth in Article VI 6 and Article 7 have been satisfied (other than those conditions which by their terms can only are intended to be satisfied at as of the Closing) shall have been satisfied or waived in accordance with this Agreement on or prior to the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect with respect to delay 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 Shares of LMUK 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 Business conducted by such Transferred Subsidiary, collectively, the "Delayed Closing Assets"), either party shall have the right to require the Closing until the other than with respect to such Delayed Closing Date. Assets, which Closing shall be effected as contemplated hereby, subject to subsections (b) and (f) below. (b) In the event that there shall be a Delayed Closing, the Delayed Closing Assets shall not be transferred to Buyer makes at the Closing but all other deliveries shall be made at the Closing, including payment of the Closing Payment. (c) One or more subsequent closings (the "Delayed Closing") with respect to Delayed Closing Assets shall occur on the later of the second Business Day (the "Delayed Closing Date") following receipt of the applicable approvals of any Governmental Authority and the expiration of any applicable waiting period with respect to such electionDelayed Closing Assets, the transfer of which require such approvals, at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 10:00 a.m., New York City time, or at such other place, time or date as the Parties shall agree upon in writing. At a Delayed Closing, the Parties shall make such deliveries as may be reasonably necessary to assign the Delayed Closing Assets. (d) From the Closing Date to the applicable Delayed Closing, Seller shall, with any necessary cooperation from Buyer, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the take such actions with respect to Delayed Closing Date if they were satisfied on Assets intended to be acquired by Buyer hereunder as may be reasonably requested by Buyer to the Scheduled Closing Date extent permitted by applicable Law, and (ii) (A) preserve each Delayed Closing Asset, (B) hold and operate each such Delayed Closing Asset in trust for the account of Buyer and (C) provide Buyer the economic benefit thereof, and transfer to Buyer the economic burden thereof, including discharging any liabilities or obligations relating to such Delayed Closing Assets, and Buyer shall be liable for such liabilities and obligations. To the extent that Seller is not later than five lawfully able to hold and operate any such Delayed Closing Asset in trust for the account of Buyer as contemplated by the preceding sentence, Seller shall use its commercially reasonable efforts to enter into an arrangement that passes on to Buyer the economic costs, economic burdens and benefits of ownership of such Delayed Closing Assets. The foregoing shall be undertaken pursuant to documentation to be mutually agreed upon by Seller and Buyer. (5e) Business Days before Notwithstanding anything contained herein to the contrary, Section 6.2(b) shall be the only condition required to be satisfied or waived by any Party prior to a Delayed Closing in order to consummate the transactions contemplated by this Section 2.8 with respect to any Delayed Closing Assets. In respect of the Delayed Closing Assets, from the Closing Date to the Delayed Closing, Seller and Buyer shall continue to comply with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing solely in respect of the Delayed Closing Assets and, unless the context clearly requires otherwise and except for purposes of Section 8.3, all references in this Agreement to the "Closing" or the "Closing Date" shall, with respect to the Delayed Closing Assets, be deemed to refer to the Delayed Closing or the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360respectively. (f) Notwithstanding anything in this Agreement In the event any Delayed Closing does not occur, the Parties shall, to the contraryextent lawful and practicable, if Buyer elects use their reasonable best efforts to delay enter into arrangements to reinstate the Closing until intended benefits, net of the intended burdens, associated with the transfer of the relevant Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing DateAssets. (g) For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages and shall be in addition to any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer of any liabilities or obligations resulting from or arising in connection with any breach of any representation, warranty, covenant or obligation set forth in this Agreement.

Delayed Closing. (a) If all of Notwithstanding anything to the contrary contained in this Agreement, in the event that the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at the Closing) shall VIII have been satisfied (except that any approval or waived in accordance with this Agreement on or prior Permit of any Governmental Authority relating to the date Insurance Subsidiary or the Insurance Agency that is 150 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators required in connection with their review of the Form A ApplicationsClosing has not then been received or obtained or any applicable waiting period has not yet expired (such entities, in each case in sufficient amounts collectively, the “Delayed Closing Entities”)), either the DC Contributors or the Investor shall have the right to enable Buyer require the Closing to pay the Purchase Price and consummate the transactions occur other than with respect to such Delayed Closing Entities, which Closing shall be effected as contemplated hereby. (c) If Buyer elects not , subject to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement prior to the date that is 210 days after the date hereof, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (de) shall be made as if such Scheduled Closing Date were the Closing Date; below. (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day of the month immediately preceding such Scheduled Closing Date and the Proposed Final Closing Date Balance Sheet, the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as The date of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) For Closing, being, for the avoidance of doubt, the Closing Date hereunder). (b) In the event that either the DC Contributors or the Investor exercises its right to require the Closing to occur other than with respect to the Delayed Closing Entities pursuant to subsection (a) above, then the Delayed Closing Entities shall not be included as a Subsidiary of the Company at the Closing as part of the DC Holding Contribution and there shall be a subsequent closing with respect to the Delayed Closing Entities (the “Delayed Closing”). (c) The Delayed Closing shall occur on the later of the third Business Day (the “Delayed Closing Date”) following receipt of the applicable approvals of any Governmental Authority and the expiration of any applicable waiting period with respect to such Delayed Closing Entities, at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx 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 the DC Contributors and the Investor may mutually agree upon in writing. At the Delayed Closing, the DC Contributors shall make such deliveries as may be reasonably necessary to transfer all of the Equity Interests in the Delayed Closing Entities to the Company as contemplated by Section 2.04. (d) From the Closing Date to the Delayed Closing Date, the DC Contributors shall, with any necessary cooperation from the Investor, (i) take such actions with respect to the Delayed Closing Entities as may be reasonably requested by the Investor to the extent permitted by applicable Law, and (ii) (A) preserve each Delayed Closing Entity, and (B) hold and operate each Delayed Closing Entity in trust for the account of the Company. At the Delayed Closing, the Company shall be entitled to the economic benefit of each Delayed Closing Entity, subject to the economic burden thereof. Subject to Section 2.06(f), to the extent that either of the DC Contributors is not lawfully able to hold and operate any Delayed Closing Entities in trust for the account of the Company as contemplated by the preceding sentence, such DC Contributor shall use its commercially reasonable efforts to enter into an arrangement that passes on to the Company the economic costs, economic burdens and economic benefits of ownership of such Delayed Closing Entities. The foregoing shall be undertaken pursuant to documentation to be mutually agreed upon by the DC Contributors and the Investor. (e) Notwithstanding anything contained herein to the contrary, the conditions relating to the Insurance Agency and the Insurance Subsidiary set forth on Schedule 8.01 shall be the only conditions required to be satisfied or waived by either the DC Contributors or the Investor prior to a Delayed Closing in order to consummate the transactions contemplated by this Section 2.06 with respect to any Delayed Closing Entities. In respect of the Delayed Closing Entities, from the Closing Date to the Delayed Closing Date, the DC Contributors and the Investor shall continue to comply with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing solely in respect of the Delayed Closing Entities and, unless the context clearly requires otherwise and except for purposes of Article VII hereof, all references in this Agreement to the “Closing” or the “Closing Date” shall, with respect to the Delayed Closing Entities, be deemed to refer to the Delayed Closing or the Delayed Closing Date, respectively. (f) In the event the Closing occurs but thereafter the Delayed Closing does not occur on or prior to the one-year anniversary of the date of this Agreement, (i) the DC Contributors shall pay to the Investor on such one-year anniversary date by wire transfer of immediately available funds to an account designated by the Investor an amount equal to $176 million (reduced by any amount calculated in accordance with Section 2.03(c)(ii)), plus interest from the Closing Date through the date of payment made at the rate of interest publicly announced by Buyer XX Xxxxxx Xxxxx Bank or any successor thereto in New York, New York from time to time as its reference rate from the Closing Date to the date of such payment, (ii) the parties shall terminate any arrangements entered into pursuant to Section 2.06(d) and all obligations of the parties pursuant to this Section 2.10 2.06 shall not constitute liquidated damages terminate except as set forth in this Section 2.06(f) and (iii) (A) the benefits and burdens associated with the operation of the Delayed Closing Entities held in trust for the account of the Company pursuant to Section 2.06(d)(ii)(B) shall be in addition retained by the DC Contributors, (B) any economic benefit or any economic burden that shall have been transferred to any other legal or equitable remedies available the Company pursuant to SellersSection 2.06(d) shall be transferred to the DC Contributors, and any such payments shall not relieve Buyer including the discharge of any liabilities or obligations resulting from relating to the Delayed Closing Entities, and the DC Contributors shall be liable for such liabilities and obligations; provided that the transfer of such economic benefits and economic burdens shall be net of any costs associated with the transfer of such economic benefit or arising economic burden to the Company pursuant to Section 2.06(d) that were paid by the Company after the Closing Date and (C) the parties shall, to the extent lawful and practicable, use their reasonable best efforts to cause the Company to enter into arrangements to return any of the economic costs, economic burdens and economic benefits of ownership of the Delayed Closing Entities that had been transferred to the Company after the Closing Date pursuant to the penultimate sentence of Section 2.06(d). In the event that the payment contemplated by the first sentence of this Section 2.06(f) is not made when due, the Company shall have the right, exercisable in connection with its sole discretion, to offset the amount thereof, to the extent not paid, against amounts owed by the Company and the Company Subsidiaries to the DC Contributors or their respective Affiliates (other than the Company and the Company Subsidiaries), in their capacities as holders of Company Equity Interests, and to pay such amount to the Investor, provided that any claims of the DC Contributors against the Investor hereunder for the failure of the Delayed Closing to occur on or prior to the one-year anniversary of the date of this Agreement having been caused by the Investor’s breach of any representation, warranty, covenant or obligation set forth in this Agreementits obligations hereunder shall survive the foregoing.

Delayed Closing. (a) If all of the conditions set forth in Article VI (other than those conditions which by their terms can only be satisfied at the Closing) shall have been satisfied or waived in accordance with this Agreement on or prior Notwithstanding anything to the date that is 150 days after the date hereofcontrary in Section 6.4 or Section 7.4, Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) if the conditions set forth in Section 6.2(a) 6.4 and Section 6.2(d) shall be deemed satisfied on the Delayed Closing Date if they were satisfied on the Scheduled Closing Date and (ii) not later than five (5) Business Days before the Delayed Closing Date, Sellers shall notify Buyer in writing of their election to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date (the date so elected is hereinafter referred to as the “Elected Date”). If Sellers elect the Scheduled Closing Date as the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Scheduled Closing Date (giving effect to Pre-Closing Distributions as of such Scheduled Closing Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (b) If Buyer has not received all of the Form A Approvals by the date that is 150 days after the date hereof, Buyer may, upon written notice to Sellers, elect to (i) continue to pursue approval of the financing plan set forth in its existing Form A applications or other requests for approval of the acquisition of control of a domestic insurer (“Form A Applications”) or (ii) file, not later than the next Business Day after such 150th day, with the applicable Insurance Regulators, amendments of the Form A Applications which shall request approval for financing the transactions contemplated hereby through both (A) borrowings under the Bridge Facility, or any replacement bridge facility, and (B) any other financing plan (including bank debt and public and private offerings of debt, equity and hybrid securities) that Buyer, in consultation with Sellers, reasonably believes will satisfy the requirements of the Insurance Regulators in connection with their review of the Form A Applications, in each case in sufficient amounts to enable Buyer to pay the Purchase Price and consummate the transactions contemplated hereby. (c) If Buyer elects not to file amendments of the Form A Applications as provided in Section 2.10(b)(i), Buyer shall pay interest on the June 30 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 150 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (d) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and has not received all of the Form A Approvals by the date that is 210 days after the date hereof, Buyer shall pay interest on the August 31 Purchase Price at a rate of 6.00% per annum calculated on the basis of a year of 360 days and the actual number of days elapsed beginning from (and including) the date that is 210 days after the date hereof to the earlier to occur of the Closing Date and the date this Agreement is terminated pursuant to Section 10.1. Buyer shall pay such interest to Sellers by wire transfer to an account designated by Sellers on the first day of each month during the Delayed Closing Period, except the last payment shall be made on the earlier to occur of the Closing Date and the first day of the month following such termination. (e) If Buyer has timely filed the amendments of the Form A Applications as provided in Section 2.10(b)(ii), and thereafter all the conditions set forth in Article VI (other than those conditions which by their terms cannot be satisfied at the Closing) shall 7.4 have been satisfied or waived in accordance all respects but for the receipt of the approvals set forth on Schedule 10.13 (the “Foreign Approvals”) with this Agreement prior respect to the date that is 210 days after Purchased Assets set forth on such Schedule (such Purchased Assets, the date hereof“Delayed Transfer Assets”), Buyer may, upon written notice to Sellers prior to the Scheduled Closing Date, elect to delay the Closing until the Delayed Closing Date. In the event that Buyer makes such election, (i) the conditions set forth in Section 6.2(a) 6.4 and Section 6.2(d) 7.4 shall be deemed satisfied for all purposes under this Agreement; provided that (i) the Purchase Price payable by Purchaser at the Closing shall be reduced by the applicable amount for such Delayed Transfer Assets set forth on Schedule 10.13, (ii) such Delayed Transfer Assets shall not be sold, conveyed, transferred or assigned to Purchaser at the Closing and instead shall be treated as Retained Interests until the third business day following the receipt of the applicable Foreign Approval for such Delayed Transfer Assets (each such date, a “Delayed Closing Date”) and (iii) on the applicable Delayed Closing Date if they were satisfied Date, Purchaser will pay to Sellers the applicable amount for such Delayed Transfer Assets set forth on Schedule 10.13 and the Scheduled Sellers will sell, convey, transfer or assign to Purchaser the applicable Delayed Transfer Assets, and Purchaser shall assume the Assumed Liabilities associated with and related to the applicable Delayed Transfer Assets. For avoidance of doubt, from and after the Closing Date and (ii) not later than five (5) Business Days before until the applicable Delayed Closing Date, Sellers shall notify Buyer may own and operate the applicable Delayed Transfer Assets in writing the ordinary course of their election business, consistent with past practice and consistent with the provisions of Section 5.1 as though operation of such Delayed Transfer Assets constituted operation of Purchased Assets prior to have the Purchase Price determined as of the Scheduled Closing Date or the Delayed Closing Date. If The Sellers elect shall operate the Scheduled Closing Date as applicable Delayed Transfer Assets for the Elected Date, Buyer shall pay Sellers, pursuant to Section 2.2(e), an amount equal to the product of (A) the Purchase Price as of such Elected Date (giving effect to Pre-Closing Distributions as of such Elected Date) times (B) the product of 0.06 times a fraction, the numerator of which is the number of days in the Delayed Closing Period and the denominator of which is 360. (f) Notwithstanding anything in this Agreement to the contrary, if Buyer elects to delay the Closing until the Delayed Closing Date and the Elected Date referred to in subsections (a) and (e) is the Scheduled Closing Date and not the Delayed Closing Date: (i) the calculations set forth in Section 2.2(a), (b), (c) and (d) shall be made as if such Scheduled Closing Date were the Closing Date; (ii) the Final Adjustment Date referred to in Section 2.3 shall mean the last calendar day account of the month immediately preceding Purchaser and shall not (absent willful misconduct) have any liability or obligation in connection with such Scheduled Closing Date and operations, including for any decline in revenues or profits. The Sellers will promptly pay to Purchaser any cash generated by the Proposed Final Closing Date Balance Sheetapplicable Deferred Transfer Assets, net of any expenses of operating the Proposed Final Adjusted Book Value, the Final Closing Date Balance Sheet, the Final Adjusted Book Value and the Final Adjustment Payment shall be determined as of such Final Adjustment Date; (iii) the Closing Date referred to in the definition of the Preliminary Closing Date Balance Sheet shall mean the last calendar day of the month that is three (3) months immediately prior to the month in which such Scheduled Closing Date falls; and (iv) the Closing Date referred to in Section 4.17(d) shall mean the Scheduled Closing Date. (g) Deferred Transfer Assets. For the avoidance of doubt, any payment made by Buyer pursuant to this Section 2.10 shall not constitute liquidated damages liabilities of the Deferred Transfer Assets (whether arising before, on or after the Closing and shall be in addition to excluding any other legal or equitable remedies available to Sellers, and any such payments shall not relieve Buyer liabilities of any liabilities or obligations resulting from or arising Transferred Entity) are included in connection with any breach of any representation, warranty, covenant or obligation set forth in this AgreementAssumed Liabilities.