Staged Closings; Excluded Countries Sample Clauses

Staged Closings; Excluded Countries a. Notwithstanding anything to the contrary contained herein, in the event that all of the conditions to Closing set forth in Article VII have been satisfied (or waived) with respect to the Business as conducted in the U.S. and with respect to the UK Business, but not with respect to one or more other countries (collectively, the "Deferred Countries"), then: (i) Closing will nevertheless be effected with respect to the Stock and that portion of the Foreign Assets, the Foreign Liabilities, the Business and the ARD Employees relating to the Business as conducted in the U.S., the UK Business, and the Business as conducted in each other country in which all of the conditions to Closing have been satisfied (or waived) (collectively, the "Closing Countries"); (ii) notwithstanding any other provision hereof to the contrary, the Purchase Price and the Closing Payment shall be reduced: (a) by $3,000,000 if France is a Deferred Country, and (b) by an aggregate of $100,000 if one or more other countries are Deferred Countries; and (iii) Closing with respect to each such Deferred Country will be deferred as provided by this Section 2.7; in which event the deliveries at Closing on the Closing Date required by Sections 2.2, 2.3 and 2.4 will only be required to be satisfied to the extent that they relate to the Closing Countries. b. One or more subsequent Closings will occur as soon as practicable following satisfaction (or waiver) of all of the conditions to Closing with respect to each Deferred Country and, in connection therewith, the applicable Purchase Price with respect to such Deferred Country (that being a portion of the Purchase Price reduction provided by Section 2.7(a)(ii)) will be paid to Seller, and the deliveries at Closing required by Sections 2.2, 2.3 and 2.4 will only be required to be satisfied to the extent that they relate to such Deferred Country. c. In the event that a subsequent Closing does not occur with respect to any Deferred Country on or before June 30, 2001, either Buyer or Seller may, at any time thereafter and so long as such party is not in breach of any of its material obligations under this Agreement, elect not to consummate the Foreign Transfer with respect to such Deferred Country (in the event of such election, an "Excluded Country"). d. [Intentionally omitted.] e. In the event that one or more elections contemplated by Sections 2.7(c) or 2.7(d) are made: (i) the Foreign Transfer will not be effected with respect to the Excluded Coun...