Common use of Closing and Closing Conditions Clause in Contracts

Closing and Closing Conditions. The transactions contemplated herein shall be consummated at a closing (the “Closing”) to be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at such other place or places as the parties may agree) at 10:00 a.m. on the date hereof (the “Closing Date”). All transactions at Closing shall be deemed to take place simultaneously and none shall be deemed to take place unless and until all shall have taken place. The Purchasers collectively and the Sellers collectively shall have the right to waive receipt of any documents at Closing. At the Closing, the following shall occur: (a) The Sellers shall deliver the following to the Purchasers: (i) assignments of the Purchased Partnership Interests in form and substance reasonably satisfactory to the Purchasers; (ii) copies of all documents evidencing required consents and governmental approvals, if any, as may be required by or with respect to this Agreement or the transactions contemplated hereby to be obtained by either of the Sellers on or prior to the Closing Date; (iii) a certificate dated as of the Closing Date, duly signed by an authorized officer of each of the Sellers, certifying that (a) the representations and warranties of such Seller are true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date, and (b) that all obligations required to be performed by such Seller under this Agreement on or prior to the Closing Date have been complied with and performed; (iv) copies of Uniform Commercial Code and lien searches in the jurisdictions requested by either of the Purchasers evidencing the absence of any Liens in respect of the Purchased Partnership Interests; (v) the appropriate Release by each Seller substantially in the form attached as Exhibit C-1; and (vi) such other documents as may be necessary in the reasonable opinion of either of the Purchasers, to transfer ownership of the Purchased Partnership Interests, free and clear of any Liens, or to evidence the satisfaction of any other obligation of the Sellers hereunder. (b) The Purchasers shall deliver the following to the Sellers: (i) the Pacific Note and the Chicago Note substantially in the form attached as Exhibit A-1 and A-2 hereto, respectively; (ii) copies of all documents evidencing required consents and governmental approvals, if any, as may be required by or with respect to this Agreement or the transactions contemplated hereby to be obtained by either of the Purchaser on or prior to the Closing Date; (iii) a certificate, dated as of the Closing Date, duly signed by an authorized officer of each of the Purchasers, certifying that (a) the representations and warranties of such Purchaser are true and correct at and as of the Closing Date and with the same force and effect as though made at and as of that time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date, and (b) that all obligations required to be performed by such Purchaser under this Agreement on or prior to the Closing Date have been complied with and performed; (iv) the appropriate Release by the Existing Chicago RPP Partner and the Existing Pacific RPP Partner substantially in the form attached as Exhibit C-2; and (v) the Pledge Agreement substantially in the form attached as Exhibit B hereto.

Closing and Closing Conditions. 9.1 The transactions contemplated herein by this Agreement designated to take place on the First Closing, shall be consummated become effective at a the time of the first closing (the “Closing”"FIRST CLOSING") to be held at Munich, Germany at 10 a.m. local time on the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (fifth business day following the date hereof or at such other place or places at such other time or on such other date as the parties Parties mutually may agree) at 10:00 a.m. agree in writing. The day on which First Closing takes place is referred to as the date hereof (the “Closing Date”)"FIRST CLOSING DATE". All The transactions at Closing shall be deemed contemplated by this Agreement designated to take place simultaneously and none on the Second Closing, shall become effective at the time of the second closing ("SECOND CLOSING") to be held at Munich, Germany at 10 a.m. local time on the fifth business day following the satisfaction or, to the extent permitted by applicable law, waiver of all applicable conditions to the obligations of the Parties set forth in this Section 9 for the Second Closing (other than such conditions as may, by their terms, only be satisfied at Second Closing or on the Second Closing Date) or at such other place or at such other time or on such other date as the Parties mutually may agree in writing. The day on which Second Closing takes place is referred to as the "SECOND CLOSING DATE". 9.2 The respective obligations of the Parties to consummate the transactions contemplated by this Agreement shall be deemed subject to take place unless and until all the fulfillment, at or prior to Second Closing, of the following conditions precedent: 9.2.1 To the extent applicable, Infineon or any of its Affiliates shall have taken place. The Purchasers collectively obtained any material consents of, or registrations, declarations or filings with, any governmental authority legally required for the consummation of the transactions contemplated by this Agreement and the Sellers collectively Ancillary Agreements. 9.2.2 Expiration of the 30-day termination prior notice period for the Employees or sooner if the appropriate waiver will have been obtained. 9.3 The following shall have the right to waive receipt of any documents occur at Closing. First Closing or Second Closing as indicated below, 9.3.1 At the Second Closing, the following Parties shall occur:confirm in writing that the conditions to Second Closing pursuant to Section 9.2 hereof have been fulfilled or waived; (a) The Sellers 9.3.2 Within 7 days as of the First Closing, Infineon shall deliver the following to Saifun, by wire transfer to the Purchasers: bank account set forth in Section 4.2 hereof (i) assignments of the Purchased Partnership Interests or as otherwise designated in form and substance reasonably satisfactory writing by Saifun to Infineon at least two business days prior to the PurchasersFirst Closing Date), an amount equal to the Purchase Price set forth in Section 4.1 hereof in immediately available funds in US Dollars; (ii) copies of all documents evidencing required consents 9.3.3 At the First Closing, the termination agreements and governmental approvals, if anythe assignment, as the case may be required by or be, with respect to this Agreement or the transactions contemplated hereby to loan agreements as set forth in Section 2.3.1 herein shall be obtained duly executed by either of the Sellers on or prior to the Closing Daterelevant parties thereto; (iii) a certificate dated 9.3.4 At the Second Closing, the amended and restated Ancillary Agreements as of the Closing Date, set forth in Section 2.3.3 herein shall be duly signed by an authorized officer of each of the Sellers, certifying that (a) the representations and warranties of such Seller are true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date, and (b) that all obligations required to be performed by such Seller under this Agreement on or prior to the Closing Date have been complied with and performed; (iv) copies of Uniform Commercial Code and lien searches in the jurisdictions requested by either of the Purchasers evidencing the absence of any Liens in respect of the Purchased Partnership Interests; (v) the appropriate Release by each Seller substantially in the form attached as Exhibit C-1; and (vi) such other documents as may be necessary in the reasonable opinion of either of the Purchasers, to transfer ownership of the Purchased Partnership Interests, free and clear of any Liens, or to evidence the satisfaction of any other obligation of the Sellers hereunder. (b) The Purchasers shall deliver the following to the Sellers: (i) the Pacific Note and the Chicago Note substantially in the form attached as Exhibit A-1 and A-2 hereto, respectively; (ii) copies of all documents evidencing required consents and governmental approvals, if any, as may be required by or with respect to this Agreement or the transactions contemplated hereby to be obtained by either of the Purchaser on or prior to the Closing Date; (iii) a certificate, dated as of the Closing Date, duly signed by an authorized officer of each of the Purchasers, certifying that (a) the representations and warranties of such Purchaser are true and correct at and as of the Closing Date and with the same force and effect as though made at and as of that time, except that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date, and (b) that all obligations required to be performed by such Purchaser under this Agreement on or prior to the Closing Date have been complied with and performed; (iv) the appropriate Release executed by the Existing Chicago RPP Partner and the Existing Pacific RPP Partner substantially in the form attached as Exhibit C-2; and (v) the Pledge Agreement substantially in the form attached as Exhibit B hereto.relevant parties thereto;