Delayed Closings Sample Clauses
The Delayed Closings clause establishes the terms and conditions under which the closing date of a transaction may be postponed. Typically, it outlines the circumstances that justify a delay, such as unmet contingencies, regulatory approvals, or unforeseen events, and may specify the process for notifying parties and any consequences, such as penalties or interest. This clause ensures that both parties have a clear understanding of their rights and obligations if the closing cannot occur as originally scheduled, thereby reducing uncertainty and potential disputes.
Delayed Closings. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Article X, in the event that all of the conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing and other than conditions relating to JV Transfer Requirements) have been satisfied, but a JV Transfer Requirement with respect to any of the Transferred JV Entities has not been satisfied (each such entity, a “Delayed Closing JV”), the Closing shall occur other than with respect to each such Delayed Closing JV and the related JV Transferred Assets. The equity interests in each Delayed Closing JV and the related JV Transferred Assets shall not be transferred to the ▇▇▇▇▇▇ Group at or prior to the Closing and shall not constitute “Transferred Assets” unless subsequently transferred to the ▇▇▇▇▇▇ Group at a Delayed Closing pursuant to this Section 2.06. Prior to the occurrence of a Delayed Closing, each Delayed Closing JV and the related JV Transferred Assets shall be held for the account of Dow and Dow shall remain entitled to all the benefits associated with the ownership of the equity interests in such Delayed Closing JV and the related JV Transferred Assets; provided, the Seller will hold in trust for the benefit of the Purchaser the amount of any Distributions from the date of this Agreement until the first anniversary of the Closing in an interest bearing account and will transfer such amounts to the Purchaser at the Delayed Closing; provided, however, the Seller will retain the amount of such Distributions if the JV Transfer Requirements with respect to a Delayed Closing JV are not satisfied on or prior to the first anniversary of the Closing Date.
(b) If, prior to the first anniversary of the Closing Date, the JV Transfer Requirements with respect to a Delayed Closing JV are satisfied and the Seller confirms in writing the satisfaction of such JV Transfer Requirements, the sale and purchase of the Transferred JV Interests in such Delayed Closing JV and the related JV Transferred Assets shall take place at a closing (each such closing, a “Delayed Closing”) to be held at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. New York time on the fifth Business Day following the Purchaser’s receipt of the written confirmation from the Seller regarding the satisfaction of the JV Transfer Requirements applicable to such Delayed Closing JV or at such other place or at such othe...
Delayed Closings. If any Assets are required to be conveyed to Buyer after Closing under Section 4.05(a)(iii) or Section 5.04(a)(iii), then (a) such Assets shall be deemed to no longer be Excluded Assets and shall be Assets for all purposes under this Agreement, (b) such Assets shall be conveyed on the date that is ten (10) Business Days after the applicable Title Defect or Environmental Defect is cured by Seller, (c) Seller shall convey such Assets to Buyer at a delayed closing in accordance with this Article XII, subject to the terms and conditions of this Agreement and (d) simultaneously with such conveyance, Buyer shall pay to Seller the Allocated Values, as adjusted by any Title Defect Value or Environmental Defect Value, for such Assets subject to adjustment pursuant to Section 12.02, solely to the extent not duplicative of any adjustments already made to the {1914556;9} - 37 - Purchase Price (unless the subject Title Defect Value or Environmental Defect Value is equal to or greater than the Allocated Value of any such retained Asset, in which event, Seller may elect in its sole discretion, to permanently retain such Asset).
Delayed Closings. (a) Buyer Group and Seller acknowledge that, notwithstanding anything contained herein to the contrary, the transfer, conveyance and delivery of the Japanese Regulatory Assets shall not occur on the Closing Date and shall not be a condition to the Closing. The parties will continue to use their reasonable best efforts to consummate and to cause their respective subsidiaries to consummate the transfer of the Japanese Regulatory Assets pursuant to the Asset Purchase Agreement, attached hereto as EXHIBIT A (the "Japan Asset Purchase Agreement"), to occur as promptly as practicable following the Closing.
Delayed Closings. At each Delayed Closing, the following transactions shall take place:
Delayed Closings. Notwithstanding the provisions of Section 8.1 ---------------- that all of the Completed Properties are to be contributed to the Partnership on even date with this Agreement, the Contributors and the Partnership agree that 1000 Perimeter Park Completed Property, the RTIC (I-IV) Completed Property and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Completed Property shall be delayed, in the case of 1000 Perimeter Park Completed Property and RTIC (I-IV) Completed Property to a Closing Date on or before January 31, 1997 and in the case of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership to August 1, 1997. On even date herewith, the Project Entities that own these two Completed Properties shall enter into an exclusive development, leasing and management agreement with the Partnership for the provision of such services until contribution to the Partnership. In the case of the RTIC (I-IV) Completed Property, prior to contribution, the Contributors, at their sole cost and expense, agree to cash-out the interest of the non-accredited partners.
Delayed Closings. Your obligation to purchase and pay for the Delayed Closing Notes to be sold to you at each Delayed Closing is subject to the fulfillment to your satisfaction, on to the relevant Delayed Closing Date, of the following conditions:
Delayed Closings. If any one or more of the Specified Conditions in relation to the Delayed Shares has neither been waived nor fulfilled before the satisfaction or waiver of all other conditions, either Sellers or Purchaser may elect that (a) the date for fulfillment or waiver of such Specified Conditions in relation to the Delayed Shares shall be deferred, whereupon the provisions of Sections 8.6 through 8.11 hereof shall apply in relation to such deferral and to the completion of the transfer of such Delayed Shares (the “Delayed Closing”), and (b) the Closing shall take place in relation to all of the Shares other than the Delayed Shares, with an adjustment to the Purchase Price in the amount allocable to the Delayed Shares as set forth on Schedule 2.5. In the event that a Subsidiary subject to a Delayed Closing is a Subsidiary of a Company whose Shares are to be transferred at the Closing, the parties hereto agree to cooperate and use their commercially reasonable efforts, which may include the consummation of certain mutually pre-approved internal restructuring transactions, to cause the Delayed Shares of such Subsidiary not to be transferred to Purchaser at the Closing by virtue of the transfer of the Shares of such Company to Purchaser.