Deferred Closing Date Clause Samples
Deferred Closing Date. Each of the Deferred Closing will be held at the offices of the Escrow Agent or at such other place as the Escrow Agent, Seller and Purchaser may agree, at 10:00 a.m. on a Business Day that the Escrow Agent, Seller and Purchaser may decide but not later than five (5) Business Days after the applicable Conditions Precedent set forth in this ARTICLE VIII shall have been fulfilled (the “Deferred Closing Date”).
Deferred Closing Date. Notwithstanding anything contained herein to the contrary, Purchaser’s offer of employment to, or offer to continue the employment of (if required by applicable Law) the Business Employees of a Deferred Business shall be further conditioned upon the occurrence of the Deferred Closing with respect to such Deferred Business. For purposes of Section 6.17(d), the references therein to any calendar year shall be adjusted to reflect the Deferred Closing Date, and Deutsche Bank’s and the Sellers’ obligations under Section 6.17(d) shall continue as so adjusted. For purposes of any accrual, measurement or valuation of benefit entitlements, obligations or liabilities under this Agreement, the Deferred Closing Date shall be the relevant date for the determination of any such accrual, measurement or valuation of such benefits and, to the extent any such valuation requires actuarial assumptions and the assumptions otherwise set forth in this Agreement are out of date, Deutsche Bank and Purchaser shall mutually agree to such assumptions.