Common use of ILLEGAL Clause in Contracts

ILLEGAL. The Parties acknowledge and agree that, to the extent that (x) any Order or Orders whether temporary, preliminary or permanent, issued by any Governmental Authority exists as of the Initial Closing restraining, enjoining, preventing or prohibiting the consummation of any of the Contemplated Transactions (including the transfer of any assets to the Buyer Parties in accordance with Schedule 2.6), but such Orders do not, in the aggregate, apply to a Substantial Portion of the Contemplated Transactions, or (y) as of the Initial Closing, any Law in effect that makes the consummation of any of the Contemplated Transactions (including the transfer of any assets to the Buyer Parties in accordance with Schedule 2.6) illegal, but does not make a Substantial Portion of the Contemplated Transactions illegal, then, in each case ((x) and (y)) the assets subject to any such illegal, prohibited, restrained, prevented or enjoined Contemplated Transaction shall be treated as “Deferred Closing Assets” for purposes of this Agreement and shall be subject to the obligations and procedures set forth in Section 2.5 (except that the “Outside Deferred Closing Date” with respect to any such assets shall be the date that is three (3) Business Days after the date on which such Contemplated Transactions may first be lawfully consummated and except to the extent otherwise mutually agreed upon by the Parties).