Deferred Closings. (i) If, as of the Share Sale Effective Time or the Contribution Effective Time, as applicable, in any jurisdiction other than a Required Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (A) there is an applicable Law then in effect or a Governmental Entity shall have issued or entered an Order that is then in effect, either or both of which has the effect of making the Share Sale or the Contribution illegal or otherwise prohibiting its consummation with respect to such jurisdiction, or (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity required to consummate the purchase by Purchaser of the capital stock of a Transferred Entity (the “Deferred Closing Governmental Approvals”) has not been made or obtained, as applicable, then notwithstanding anything to the contrary in this Agreement, the Parties may elect in its discretion to have such Transferred Entity (a “Deferred Transferred Entity”) not transferred to Purchaser or any of its Affiliates at the Share Sale Effective Time or the Contribution Effective Time, as applicable (but the Share Sale or the Contribution, as applicable, shall otherwise occur with respect to the Transferred Entities (other than any Deferred Transferred Entities)). Thereafter, each such Deferred Transferred Entity shall be transferred to Purchaser (or its designated Subsidiary) on the fifth (5th) Business Day following the receipt, satisfaction or waiver (to the extent permitted by applicable Law) of such Deferred Closing Governmental Approvals (a “Deferred Closing” and such date, a “Deferred Closing Date”). In no event shall the IP Consideration, the Closing Share Sale Consideration or the Closing Contribution Consideration payable by Purchaser at the Closing or the Final Share Sale Consideration or Final Contribution Consideration be reduced or deferred in respect of any Deferred Transferred Entity; provided, that (x) the First Share Sale Entities Cash and First Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a First Share Sale Entity will be included in determining the Closing First Share Sale Adjustment and the Post-Closing First Share Sale Adjustment as of the Share Sale Effective Time pursuant to Section 2.3 through 2.6, (y) the Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness of any Deferred Transferred Entity that would have otherwise been a Second Share Sale Entity ...
Deferred Closings. 2.5.1 In the event that (A) any Deferred Closing Asset Consent required in connection with any of the assets of the Archstone Entities set forth on Schedule 2.5.1 has not been obtained on or prior to the Initial Closing Date and the Buyer Parties have elected pursuant to the provisions below to postpone the purchase thereof, (B) there is an Order issued by a Governmental Authority in effect on the Initial Closing Date (an “Asset Transfer Restriction Order”) preventing or prohibiting the transfer of any asset of the Archstone Entities to the Buyer Parties, or (C) with respect to a real property asset located in Xxxxxxxxxx County, Maryland, a certificate of compliance with respect to the applicable Tenant Purchase Option Law has not been obtained as of the Initial Closing Date and the Buyer Parties have concluded that an exemption from the requirement to obtain a certificate of compliance is not available (all such assets described in clauses (A) through (C) being referred to as “Deferred Closing Assets”), then (i) the purchase by the Buyer Parties of any Xxxxxxxxxx County Deferred Closing Asset and any Deferred Closing Asset with respect to which an Asset Transfer Restriction Order is in effect shall be postponed, and (ii) the Buyer Parties may elect, in their sole discretion, by written notice delivered to Seller within five (5) Business Days prior to the Initial Closing Date, subject to and in accordance with the provisions of this Section 2.5, to postpone the purchase by the Buyer Parties of any of the other Deferred Closing Assets, in each case, to a date following the Initial Closing Date that is no later than the Outside Deferred Closing Date, and which date shall be no later than three (3) Business Days following the date on which (x) the applicable Deferred Closing Asset Consent with respect to the applicable Deferred Closing Asset has actually been received, (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate of compliance is received with respect to the applicable Xxxxxxxxxx County Deferred Closing Asset, whichever may be applicable (each such closing of the purchase of the applicable Deferred Closing Asset by a Buyer Party, an “Extension Closing” and, the date on which any such Extension Closing actually occurs, an “Extension Closing Date”). For the avoidance of doubt, Schedule 2.5.1 shall not be modified except as expressly set forth in Section ...
Deferred Closings. If a Property is an Excluded Property pursuant to Section 6(a) of the Agreement, then the Closing(s) for any such Excluded Property (each a “Deferred Closing”) shall be deferred until the date that is fifteen (15) days following Purchaser’s notice to Seller that the conditions set forth in Section 11(a) have been satisfied with respect to such Excluded Property (each a “Deferred Closing Date”). The amount of the Purchase Price payable at Closing of the Property (other than an Excluded Property) shall be reduced by the Allocated Purchase Price of the Excluded Property (or Excluded Properties). As to any Excluded Property, the terms, conditions and covenants of the Agreement shall remain in full force and effect as to the Deferred Closing and Deferred Closing Date for such Excluded Property and Seller and Purchaser shall use commercially reasonable efforts to satisfy such conditions. If the conditions to Closing with respect to any Excluded Property are not satisfied by August 1, 2007, and Seller and Purchaser are using commercially reasonable efforts to satisfy such conditions, then absent an agreement by the parties to the contrary, any and all of each party’s rights, liabilities, obligations, representations and warranties with respect to such Excluded Property shall be void and of no further force and effect and Purchaser shall be entitled to a refund of the Excluded Property Deposit with respect to such Excluded Property; provided, however, such rights, liabilities, and obligations, together with all of the terms of the Agreement, shall remain in full force and effect with respect to all Properties being conveyed.
Deferred Closings. (i) If, as of the Closing, in any country other than a Primary Jurisdiction (any such country, a “Deferred Closing Jurisdiction”), (A) there is an applicable Law then in effect in the Deferred Closing Jurisdiction or a Governmental Entity in the Deferred Closing Jurisdiction shall have issued or entered an Order that is then in effect, either or both of which has the effect of restraining, enjoining, or making illegal the transactions contemplated by this Agreement or otherwise prohibiting the consummation of the Sale or the transactions contemplated hereby with respect to such jurisdiction or to occur outside of such jurisdiction, (B) any filing with, notice to, or permit, authorization, registration, consent or approval of a Governmental Entity in the Deferred Closing Jurisdiction that is required to consummate the purchase by Purchaser of the Shares of a Transferred Company (or the indirect purchase of a Subsidiary thereof) incorporated or organized in the Deferred Closing Jurisdiction (the “Deferred Closing Governmental Approvals”) shall not have been obtained or (C) any consent listed on Section 2.9(b) of the Seller Disclosure Schedule shall not have been obtained with respect to the Transferred Company specified therein (the “Specified Deferred Business”), then the closing of the transactions contemplated hereby (“Deferred Closing”) with respect to such Transferred Company (or Transferred Companies) (each, a “Deferred Business”) shall be deferred until the third (3rd) Business Day (a “Deferred Closing Date”) following the satisfaction or waiver (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) of the conditions described in Section 8.4 with respect to such Deferred Business.
Deferred Closings. (a) Subject to the second proviso set forth in Section 2.5, if, at any time and from time to time, all of the conditions to a Closing with respect to a Target Business Segment specified in Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (a “Deferred Closing”) with respect to each Deferred Target Company shall be deferred until the first Specified Closing Date on which all of the conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to such Deferred Target Company.
Deferred Closings. If pursuant to Section 6.20(c), Article XII or Section 13.2, the closing date is deferred with respect to an Acquired Property, then such Acquired Property shall be deemed a “Deferred Property” and collectively with all other deferred Acquired Properties the “Deferred Properties.” This Agreement shall be deemed amended, without any further action on any parties’ part, as follows with respect to the Deferred Properties:
Deferred Closings. In the event that the First Closing occurs, but the RIM Closing or the BRH Closing are not each consummated prior to the date that is six (6) months after the date of this Agreement, as a result of the failure of one or more of the conditions set forth in Section 6.4, Section 6.6, Section 6.5 or Section 6.6, the Seller Group, to the extent requested by Parent and for no additional consideration, agrees to use its commercially reasonable efforts to cause each applicable Seller Group Party to take all actions consistent with applicable Law as are necessary or reasonably requested by Parent to provide Parent with all of the benefits and burdens (including for the avoidance of doubt, with respect to any Taxes that would be the responsibility of Parent if the RIM Closing or the BRH Closing, as applicable, occurred) of owning the RIM Securities and BRH Securities, as applicable, free and clear of all Encumbrances other than Permitted Encumbrances.
Deferred Closings. (a) In the event that a closing condition under Section 7.1 is not satisfied (an “Unsatisfied Closing Condition”) with respect to one or more of the Properties, then subject to Section 7.2(g), and in addition to any other right Purchaser has under this Agreement, Purchaser shall have the right to (i) defer the closing on such Property (a "Deferred Property") until such condition is satisfied or waived by Purchaser in accordance with this Section 8.6 and complete the Closing with respect to the remaining Properties and (ii) terminate the Agreement with respect to any such Deferred Property on the Outside Closing Date if the Unsatisfied Closing Condition remains unsatisfied (or has not been waived by Purchaser) and complete the Closing with respect to the remaining Properties. For the avoidance of doubt in the event that an Unsatisfied Closing Condition exists with respect to any Property that is subject to an Existing Real Property Loan with other Properties, then the Unsatisfied Closing Condition shall be deemed to apply to all of the Properties subject to such Existing Real Property Loan.
Deferred Closings. The following Sections shall be added after Section 2.6 of the Agreement:
Deferred Closings. Subject to the terms and conditions hereof, the Company may consummate an additional closing or series of closings (each, a "Deferred Closing") with an additional purchaser or purchasers approved by the Board (each, an "Additional Purchaser" and collectively, the "Additional Purchasers") on the same terms and conditions set forth in the CNA and this Joinder and the provisions of Section 2.6 of this Joinder shall apply to such Deferred Closing, mutatis mutandis; provided that (i) any such Deferred Closing shall occur no later than one hundred and twenty (120) days from the Fifth Closing; and (ii) the aggregate amount to be extended by the Additional Purchasers (the "Additional Loan Amount"), together with the aggregate Loan Amount (including, for greater certainty, the additional Loan Amounts to be extended by the Major Purchasers pursuant to the Joinder), shall not exceed US$11 Million. Simultaneously with the consummation of a Deferred Closing, the Additional Purchasers shall execute and deliver to the Company a joinder agreement, pursuant to which each such Additional Purchaser shall become a party to the CNA and this Joinder and for all purposes under the CNA and this Joinder, the Additional Purchaser shall be deemed to be a "Purchaser" and the Additional Loan Amount shall be deemed to be part of the "Loan Amount".
