Delayed Closing Sample Clauses

Delayed Closing. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Parties have determined that the conditions set forth in Article VII have been satisfied (other than conditions which by their terms are intended to be satisfied as of the Closing Date, with respect to 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 other than with respect to such Delayed Closing 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 Citigroup or ▇▇▇▇ ▇▇▇▇▇, as applicable, at the Closing. (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 Delayed Closing Assets, the transfer of which require such approvals, at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ 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, as contemplated by Section 2.3 and 2.4 of this Agreement. (d) From the Closing Date to the applicable Delayed Closing, Citigroup shall, with any necessary cooperat...

Delayed Closing. By Buyer giving written notice to Seller, or by Seller giving written notice to Buyer, if the transactions contemplated by this Agreement shall not have been consummated by December 31, 1998, unless such failure shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants, agreements and conditions hereof to be performed or observed by such party at or before the Closing Date.

Delayed Closing. If Closing is to take place more than 10 days after the date of this Agreement, the Borrower shall deliver or procure delivery to the Lender of such applicable updated or bringdown documents and evidence of the type listed in Schedule 1 as the Lender shall, by not less than two Business Days’ written notice to the Borrower, require, acting reasonably.

Delayed Closing. By any party hereto giving written notice to the other parties hereto, if the transactions contemplated by this Agreement shall not have been consummated by March 31, 1997, unless such failure shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants, agreements and conditions hereof to be performed or observed by such party at or before the Closing Date.

Delayed Closing. The Closing may be extended an additional days if Buyer’s lender requires additional documentation or information. The delay in the Closing will not be the fault of Buyer.

Delayed Closing. (Check one) ☐ The Closing may be extended an additional __________ days if Buyer’s lender requires additional documentation or information. The delay in the Closing will not be the fault of Buyer. ☐ The Closing may NOT be delayed.

Delayed Closing. If, as of the Closing Date, Buyer or its Affiliate has not established a bank account in Brazil, then the sale and purchase of the Initial Purchased Assets that are held by the Seller organized in such jurisdiction and the assumption of the Initial Assumed Liabilities that are held by the Seller organized in such jurisdiction, as contemplated by this Agreement, shall not take place at the Closing, but shall instead take place at a closing (the “Delayed Closing”) to be held at the offices of ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m., Eastern time, on the date most promptly practicable following the establishment of the applicable local bank account in such jurisdiction; provided, that the obligation of each party hereto to consummate the Delayed Closing shall be subject to the condition that no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Order or Law that is then in effect and has the legal effect of restraining, enjoining or otherwise making illegal consummation of the sale of the applicable Initial Purchased Assets or the assumption of the applicable Initial Assumed Liabilities. Notwithstanding the foregoing, the Delayed Closing may be consummated at such other place or at such other time or on such other date as Parent and Buyer may mutually agree in writing (the date of the Delayed Closing, the “Delayed Closing Date”).

Delayed Closing. Notwithstanding anything to the contrary in the Asset Purchase Agreement, Closing for the Supply Agreements for Sites #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇ and #1329 shall be delayed until such time as Purchaser obtains the necessary government permits or licenses to operate such Sites, including any required retail motor fuel licenses (collectively, the “Approvals”). Purchaser represents to Seller that it will use commercially reasonable efforts to obtain the Approvals and Purchaser shall give Seller prompt notice upon Purchaser obtaining Approvals to operate such Sites. Purchaser shall place in escrow with the Escrow Agent on the May 19, 2014 Closing Date as part of the total Purchase Price the purchase price allocated to the Supply Agreements for Sites #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇, #▇▇▇ and #1329.

Delayed Closing. In the event that you become eligible for the Retention Bonus on October 31, 2025 (i.e., because you remained continually employed by the Company through October 31, 2025, and the Closing has not occurred by that date), as a condition of receiving the Retention Bonus, you agree to forgo the severance benefits set forth in Section 8 of the Employment Agreement; provided, however, in lieu of such severance benefits, in the event of a termination by the Company without Cause (as defined in the Employment Agreement) or by you for Good Reason (as defined in the Employment Agreement), the Company will pay you a taxable bonus which you may use to cover health insurance costs or for any other purpose in the amount of $3,757 per month (the “Health Insurance Bonus”) until the earlier of (i) a date that is twelve (12) months following your termination date, and (ii) the date that you become eligible for health insurance benefits through subsequent employment (you agree that should you become eligible for health insurance benefits through subsequent employment prior to a date that is twelve (12) months following your termination date, you will so inform the Company in writing within five (5) business days of becoming eligible for such coverage). As a condition of receiving the Health Insurance Bonus, you must execute and deliver to the Company a separation and release of claims agreement consistent with the terms and conditions set forth in Section 8(d) of the Employment Agreement.