Delayed Closings. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Article X, in the event that all of the conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing and other than conditions relating to JV Transfer Requirements) have been satisfied, but a JV Transfer Requirement with respect to any of the Transferred JV Entities has not been satisfied (each such entity, a “Delayed Closing JV”), the Closing shall occur other than with respect to each such Delayed Closing JV and the related JV Transferred Assets. The equity interests in each Delayed Closing JV and the related JV Transferred Assets shall not be transferred to the ▇▇▇▇▇▇ Group at or prior to the Closing and shall not constitute “Transferred Assets” unless subsequently transferred to the ▇▇▇▇▇▇ Group at a Delayed Closing pursuant to this Section 2.06. Prior to the occurrence of a Delayed Closing, each Delayed Closing JV and the related JV Transferred Assets shall be held for the account of Dow and Dow shall remain entitled to all the benefits associated with the ownership of the equity interests in such Delayed Closing JV and the related JV Transferred Assets; provided, the Seller will hold in trust for the benefit of the Purchaser the amount of any Distributions from the date of this Agreement until the first anniversary of the Closing in an interest bearing account and will transfer such amounts to the Purchaser at the Delayed Closing; provided, however, the Seller will retain the amount of such Distributions if the JV Transfer Requirements with respect to a Delayed Closing JV are not satisfied on or prior to the first anniversary of the Closing Date. (b) If, prior to the first anniversary of the Closing Date, the JV Transfer Requirements with respect to a Delayed Closing JV are satisfied and the Seller confirms in writing the satisfaction of such JV Transfer Requirements, the sale and purchase of the Transferred JV Interests in such Delayed Closing JV and the related JV Transferred Assets shall take place at a closing (each such closing, a “Delayed Closing”) to be held at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. New York time on the fifth Business Day following the Purchaser’s receipt of the written confirmation from the Seller regarding the satisfaction of the JV Transfer Requirements applicable to such Delayed Closing JV or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing (each day on which a Delayed Closing takes place, being a “Delayed Closing Date”). (c) At each Delayed Closing, the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such documents and other instruments, as may be EXECUTION COPY reasonably necessary to transfer the Transferred JV Interests in the applicable Delayed Closing JV and the related JV Transferred Assets to a member of the ▇▇▇▇▇▇ Group and the Purchaser shall deliver to the Seller by wire transfer in immediately available funds to the Purchase Price Bank Account the applicable Delayed Closing Purchase Price. (d) Notwithstanding anything contained herein to the contrary, the JV Transfer Requirements shall be the only conditions required to be satisfied or waived prior to a Delayed Closing in order to consummate the transactions contemplated by this Section 2.06 with respect to any Delayed Closing JV. From the Closing Date to the Delayed Closing Date, the parties hereto shall continue to comply with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing in respect of the Delayed Closing JVs and, unless the context clearly requires otherwise and except for purposes of Article VII, all references in this Agreement to the “Closing” or the “Closing Date” shall, with respect to any Delayed Closing JV, be deemed to refer to the Delayed Closing or the Delayed Closing Date for each such Delayed Closing JV, respectively. With respect to any Delayed Closing JV that is acquired by the Purchaser pursuant to Section 2.06, all references in Article IX to the “Closing” or the “Closing Date” shall, with respect to such Delayed Closing JV, be deemed to refer to the Delayed Closing or the Delayed Closing Date for such Delayed Closing JV. (e) During the period from the Closing Date to the earlier of (i) the applicable Delayed Closing Date; and (ii) the first anniversary of the Closing Date, the parties hereto shall, and shall cause their respective Affiliates to, cooperate fully and use reasonable best efforts to take such actions with respect to each Delayed Closing JV as may be reasonably requested by the other parties hereto in order to permit the transfer of the Delayed Closing JVs and the related JV Transferred Assets in accordance with this Section 2.06. (f) In the event any JV Transfer Requirements have not been satisfied with respect to a Delayed Closing JV on or prior to the first anniversary of the Closing Date, thereafter, the Seller shall not have any further obligation with respect to the JV Transfer Requirements or to transfer the equity interests in any such Delayed Closing JV or the related JV Transferred Assets and all obligations of the parties hereto with respect to any such Delayed Closing JV and the related JV Transferred Asset shall terminate.
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Sources: Sale and Purchase Agreement
Delayed Closings. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Article X, in the event that all of the conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing and other than conditions relating to JV Transfer Requirements) have been satisfied, but a JV Transfer Requirement with respect to any of the Transferred JV Entities has not been satisfied (each such entity, a “Delayed Closing JV”), the Closing shall occur other than with respect to each such Delayed Closing JV and the related JV Transferred Assets. The equity interests in each Delayed Closing JV and the related JV Transferred Assets shall not be transferred to the ▇▇▇▇▇▇ Group at or prior to the Closing and shall not constitute “Transferred Assets” unless subsequently transferred to the ▇▇▇▇▇▇ Group at a Delayed Closing pursuant to this Section 2.06. Prior to the occurrence of a Delayed Closing, each Delayed Closing JV and the related JV Transferred Assets shall be held for the account of Dow and Dow shall remain entitled to all the benefits associated with the ownership of the equity interests in such Delayed Closing JV and the related JV Transferred Assets; provided, the Seller will hold in trust for the benefit of the Purchaser the amount of any Distributions from the date of this Agreement until the first anniversary of the Closing in an interest bearing account and will transfer such amounts to the Purchaser at the Delayed Closing; provided, however, the Seller will retain the amount of such Distributions if the JV Transfer Requirements with respect to a Delayed Closing JV are not satisfied on or prior to the first anniversary of the Closing Date.
(b) If, prior to the first anniversary of the Closing Date, the JV Transfer Requirements with respect to a Delayed Closing JV are satisfied and the Seller confirms in writing the satisfaction of such JV Transfer Requirements, the sale and purchase of the Transferred JV Interests in such Delayed Closing JV and the related JV Transferred Assets shall take place at a closing (each such closing, a “Delayed Closing”) to be held at the offices of Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. New York time on the fifth Business Day following the Purchaser’s receipt of the written confirmation from the Seller regarding the satisfaction of the JV Transfer Requirements applicable to such Delayed Closing JV or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing (each day on which a Delayed Closing takes place, being a “Delayed Closing Date”).
(c) At each Delayed Closing, the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such documents and other instruments, as may be EXECUTION COPY reasonably necessary to transfer the Transferred JV Interests in the applicable Delayed Closing JV and the related JV Transferred Assets to a member of the ▇▇▇▇▇▇ Group and the Purchaser shall deliver to the Seller by wire transfer in immediately available funds to the Purchase Price Bank Account the applicable Delayed Closing Purchase Price.
(d) Notwithstanding anything contained herein to the contrary, the JV Transfer Requirements shall be the only conditions required to be satisfied or waived prior to a Delayed Closing in order to consummate the transactions contemplated by this Section 2.06 with respect to any Delayed Closing JV. From the Closing Date to the Delayed Closing Date, the parties hereto shall continue to comply with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing in respect of the Delayed Closing JVs and, unless the context clearly requires otherwise and except for purposes of Article VII, all references in this Agreement to the “Closing” or the “Closing Date” shall, with respect to any Delayed Closing JV, be deemed to refer to the Delayed Closing or the Delayed Closing Date for each such Delayed Closing JV, respectively. With respect to any Delayed Closing JV that is acquired by the Purchaser pursuant to Section 2.06, all references in Article IX to the “Closing” or the “Closing Date” shall, with respect to such Delayed Closing JV, be deemed to refer to the Delayed Closing or the Delayed Closing Date for such Delayed Closing JV.
(e) During the period from the Closing Date to the earlier of (i) the applicable Delayed Closing Date; and (ii) the first anniversary of the Closing Date, the parties hereto shall, and shall cause their respective Affiliates to, cooperate fully and use reasonable best efforts to take such actions with respect to each Delayed Closing JV as may be reasonably requested by the other parties hereto in order to permit the transfer of the Delayed Closing JVs and the related JV Transferred Assets in accordance with this Section 2.06.
(f) In the event any JV Transfer Requirements have not been satisfied with respect to a Delayed Closing JV on or prior to the first anniversary of the Closing Date, thereafter, the Seller shall not have any further obligation with respect to the JV Transfer Requirements or to transfer the equity interests in any such Delayed Closing JV or the related JV Transferred Assets and all obligations of the parties hereto with respect to any such Delayed Closing JV and the related JV Transferred Asset shall terminate.
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