Common use of Delayed Closing Clause in Contracts

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”).