Common use of Deferred Closing Clause in Contracts

Deferred Closing. (a) Notwithstanding anything to the contrary herein, solely with respect to the portion of the Business in the jurisdiction(s) set forth on Schedule 2.5 of the Disclosure Schedule (as such schedule may be supplemented in accordance with this Section 2.5) (each such portion of the Business, a “Deferred Business”), if the actions reasonably necessary to consummate (i) the applicable Pre-Closing Reorganization in such jurisdiction or (ii) the transactions contemplated at Closing in such jurisdiction, shall not have been completed by the Closing, despite the use of reasonable best efforts by the Parties to complete such actions, then the transfer by Seller or its Affiliates of such Deferred Business, and the acceptance and assumption by Buyer or its Affiliates of such Deferred Business, shall occur not on the Closing Date, but shall instead occur on the applicable Local Closing Date. The Parties shall use reasonable best efforts to ensure that the transfer to Buyer or an Affiliate of Buyer of each Deferred Business pursuant to this Section 2.5 (each such transfer of a Deferred Business, a “Deferred Transfer”) occurs as soon as reasonably practicable after the Closing Date (the closing of any Deferred Transfer, a “Local Closing” and the date of such Deferred Transfer, a “Local Closing Date”). The Parties may supplement or modify Schedule 2.5 of the Disclosure Schedule from time to time (including by adding jurisdictions and businesses) by mutual written consent. (b) Notwithstanding anything to the contrary in this Agreement, each of the Parties acknowledges and agrees that (i) any calculation of the Purchase Price (or components thereof) shall be made as if the Deferred Business had transferred at the Closing (and shall disregard the fact that a Deferred Business is transferring after the Closing); (ii) there shall be no change in the amount paid at the Closing pursuant to Section 2.3 as a result of any Deferred Transfer and the portion of the Purchase Price allocable to each Deferred Business as agreed to by the Parties shall be deemed to have been paid upon payment of the Estimated Purchase Price on the Closing Date by or on behalf of Buyer in accordance with Section 2.3; (iii) any Local Closing, with respect to any Deferred Business, shall not otherwise affect the transactions contemplated by this Agreement and the Related Agreements, and none of the conditions to the Closing set forth in Article 8 shall apply to a Deferred Business or a Deferred Transfer and, accordingly, the Closing shall not be delayed solely as a result of any Deferred Transfer. Each Party agrees and covenants that it shall not assert the failure of any representation or warranty to be true and correct, or the breach of any covenant or agreement, or the failure of any condition in Article 8 to be satisfied, in respect of a Deferred Business or a Deferred Transfer, as a reason or cause for the delay of, or failure to consummate, the Closing. (c) From and after the Closing, and until the earlier to occur of (i) the applicable Local Closing Date and (ii) the one year anniversary of the Closing (the “Local Interim Period”), any Deferred Business (including all Cash generated with respect thereto) will be held for Buyer’s (or its Affiliate’s) benefit and account and will be managed and operated by Seller and its Affiliates for Buyer’s (or its Affiliate’s) benefit and account. Notwithstanding that legal title to the Deferred Business(es) will not be transferred to Buyer on the Closing Date, during the Local Interim Period (i) Buyer and its Affiliates shall obtain (without infringing upon the legal rights of any Third Party or violating any Law) the economic rights and benefits of each Deferred Business, and any such income or gain shall be paid over to Buyer by Seller or its Affiliates promptly upon the written request of Buyer and (ii) (A) Buyer and its Affiliates shall bear any related economic burden with respect to such Deferred Business; (B) Buyer or its designated Affiliate shall reimburse Seller or its Affiliates for any such loss promptly upon the written request of Seller, in each case, which shall include reasonable supporting documentation and (C) Buyer and its Affiliates shall indemnify and hold Seller and its Affiliates harmless from any Liabilities with respect to any Deferred Business.

Deferred Closing. (a) Notwithstanding anything to the contrary herein, solely with respect to the portion If all of the conditions to Closing specified in Article VII are satisfied or have been waived (other than those which, by their nature, are to be satisfied by action taken at the Closing, but subject such satisfaction or waiver of such conditions at the Closing), the parties shall not at the Closing effect the transfer of the Company Business in Ireland, China or India if (i) if the jurisdiction(s) steps relating thereto set forth on Schedule 2.5 in Exhibit D have not been completed at such time despite the Seller using its reasonable best efforts to do so or (ii) such transfer would give rise to a material violation of any Law that has the Disclosure Schedule (as effect of prohibiting such schedule may be supplemented in accordance with this Section 2.5) transfer or making such transfer illegal (each such portion of the BusinessCompany Business that is not transferred at Closing, a “Deferred Business”)) but, if the actions reasonably necessary Closing shall nevertheless occur with respect to consummate (i) the applicable Pre-Closing Reorganization in such jurisdiction or (ii) the transactions contemplated at Closing in such jurisdictionCompany Business other than any Deferred Business and, shall not have been completed by from and after the Closing, despite the use of reasonable best efforts by the Parties to complete such actions, then the transfer by Seller or its Affiliates of such Deferred Business, and the acceptance and assumption by Buyer or its Affiliates of such Deferred Business, shall occur not on the Closing Date, but shall instead occur on the applicable Local Closing Date. The Parties parties shall use reasonable best efforts to ensure that cause such material violation of such Law in such jurisdiction to cease to exist with respect to such transfer as promptly as practicable after the Closing Date, and immediately following such time as the transfer to Buyer or an Affiliate of Buyer of each the applicable Deferred Business pursuant can be consummated without giving rise to this Section 2.5 (each a material violation of such Law, such transfer of the applicable Deferred Business shall be consummated. The parties will act in good faith to minimize the costs of the transfer of the Deferred Business. For the avoidance of doubt, the Estimated Purchase Price paid by Purchaser at the Closing shall not be reduced or otherwise adjusted in connection with the delayed transfer of a Deferred Business; provided, a “that if Seller provides Purchaser with at least ten (10) Business Days prior written notice, Purchaser shall deposit the portion of the Estimated Purchase Price allocable to such Deferred Transfer”Business into an escrow account (with an escrow agent and pursuant to an escrow agreement as mutually agreed by Purchaser and Seller) occurs as soon as reasonably practicable after the Closing Date which shall be released to Seller (or its designee) in connection with the closing of any Deferred Transfer, a “Local Closing” and the date of such Deferred Transfer, a “Local Closing Date”). The Parties may supplement or modify Schedule 2.5 of the Disclosure Schedule from time to time (including by adding jurisdictions and businesses) by mutual written consentBusiness promptly following such Closing. (b) Notwithstanding anything Prior to the contrary Closing, in this Agreementconnection with the matters contemplated by Section 6.21(a), each of the Parties acknowledges and agrees that (i) any calculation of the Purchase Price Seller (or components thereofits Subsidiaries) and Purchaser shall be made prepare and negotiate in good faith, to enter into on or prior to the Closing, such supplemental agreements as are reasonably necessary to place the parties and their Affiliates in the same financial position with respect to the Deferred Business as would have obtained if the Deferred Business had were transferred at the Closing (Closing; provided that the execution and shall disregard the fact that a Deferred Business is transferring after the Closing); (ii) there shall be no change in the amount paid at the Closing pursuant to Section 2.3 as a result delivery of any Deferred Transfer and the portion of the Purchase Price allocable to each Deferred Business as agreed to by the Parties shall be deemed to have been paid upon payment of the Estimated Purchase Price on the Closing Date by or on behalf of Buyer in accordance with Section 2.3; (iii) any Local Closing, with respect to any Deferred Business, shall not otherwise affect the transactions contemplated by this Agreement and the Related Agreements, and none of the conditions to the Closing set forth in Article 8 shall apply to a Deferred Business or a Deferred Transfer and, accordingly, the Closing such agreements shall not be delayed solely as a result of any Deferred Transfer. Each Party agrees and covenants that it shall not assert the failure of any representation or warranty condition to be true and correct, or the breach of any covenant or agreement, or the failure of any condition in Article 8 to be satisfied, in respect of a Deferred Business or a Deferred Transfer, as a reason or cause for the delay of, or failure to consummate, the Closing. (c) From and after the Closing, and until the earlier to occur of (i) the applicable Local Closing Date and (ii) the one year anniversary of the Closing (the “Local Interim Period”), any Deferred Business (including all Cash generated with respect thereto) will be held for Buyer’s (or its Affiliate’s) benefit and account and will be managed and operated by Seller and its Affiliates for Buyer’s (or its Affiliate’s) benefit and account. Notwithstanding that legal title to the Deferred Business(es) will not be transferred to Buyer on the Closing Date, during the Local Interim Period (i) Buyer and its Affiliates shall obtain (without infringing upon the legal rights of any Third Party or violating any Law) the economic rights and benefits of each Deferred Business, and any such income or gain shall be paid over to Buyer by Seller or its Affiliates promptly upon the written request of Buyer and (ii) (A) Buyer and its Affiliates shall bear any related economic burden with respect to such Deferred Business; (B) Buyer or its designated Affiliate shall reimburse Seller or its Affiliates for any such loss promptly upon the written request of Seller, in each case, which shall include reasonable supporting documentation and (C) Buyer and its Affiliates shall indemnify and hold Seller and its Affiliates harmless from any Liabilities with respect to any Deferred Business.