Common use of Closing; Closing Date Clause in Contracts

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSFLFB, which date (the "Closing Date") shall be not less than seven nor more than 10 twenty (20) business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received (disregarding any waiting period) and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF LFB shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSFLFB, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF LFB (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the (a) The closing of the Merger Contemplated Transactions (the "“Closing"”) shall take place at 10:00 a.m.such place as Buyer and Seller may mutually agree, including by electronic exchange of documents and funds, at 10:00 a.m. at the offices site of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined by HUBCO the Closing on at least five business days notice the second (the "Closing Notice"2nd) given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and Business Day after the satisfaction or waiver of the conditions contained in Article VIII (other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or due waiver of those conditions on the Closing Date), or on such other date as Seller and Buyer may mutually agree; provided, however, that, if such second (2nd) Business Day is not the first day of the calendar month, then the Closing Date shall be the first day of the calendar month next following the month in which such second (2nd) Business Day occurs; provided, that, all of the conditions to the obligations of the Parties to consummate the Contemplated Transactions (other than conditions with respect to actions each Party will take at the Closing) as of such date shall continue to be satisfied or waived. The date of the Closing is referred to in this Agreement as the “Closing Date.” (b) Upon release of the documents and receipt of payments as contemplated by and in accordance with Section 2.5, the Closing shall be deemed to have occurred and legal title to and beneficial ownership and risk of loss of the Purchased Shares shall be deemed to have passed to Buyer and all right, title and interest in and to the Closing Date Payment shall be deemed to have passed to Seller. (c) Buyer shall assume operational control of the Company, the Assets, and the Business on the Closing Date upon actual consummation of the Merger specified in Article VI hereof (other than the delivery Closing on that day including Seller’s receipt of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify Date Payment by wire transfer of immediately available funds as provided below. Prior to and until the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In , Seller shall conduct the event operations in accordance with Section 6.1 and all covenants, obligations and standards set forth in this Agreement with respect to operations during the parties fail to specify Interim Period until Buyer assumes operational control of the date and time Company as provided in the Certificate of Merger, preceding sentence. After the Merger shall become effective upon (and the "Effective Time" shall be) the time consummation of the filing Closing, Buyer shall cause the Company to operate the Assets for the remainder of the Certificate of MergerClosing Date pursuant to Section 7.5.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing The Closing of the Merger purchase and sale of the Property (the "“Closing"”) shall take place in escrow on or before the date which is thirty (30) calendar days after the expiration of the Feasibility Period (the “Closing Date”). At Closing, Buyer shall pay into the Escrow Agent’s escrow account the remainder of the Purchase Price and any closing costs, which are Buyer’s responsibility hereunder, by wire transfer of funds. Seller shall deliver or cause to be delivered to Buyer at 10:00 a.m.Buyer’s expense: (a) a limited warranty deed conveying to Buyer good, at marketable, insurable, and indefeasible fee simple title to the offices Property free and clear of Pitneyall liens, ▇▇▇▇▇▇mortgages, encumbrances, easements, restrictions, covenants, rights-of-way and other defects, other than Permitted Liens; (b) a quitclaim deed in recordable form conveying the legal description of the property from the new survey; (c) a quitclaim ▇▇▇▇ & ▇▇▇▇▇of sale for any personal property and intangible property owned by Seller and located on the Property; (d) a certificate, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇executed by Seller as of the Closing Date, certifying all representations made by Seller in Section 6 of this Agreement are true and correct in all material respects as of the Closing Date; provided, if Seller's certificate excepts to any such matters, Buyer shall have the option of terminating this Agreement and obtaining a refund of the ▇▇▇▇▇▇▇ ▇▇▇▇Money in five (5) days; (e) a Non-Foreign Affidavit in the form acceptable to Buyer and Seller; (f) an executed certificate with respect to Seller's non-foreign status sufficient to comply with the requirements of Section 1445 of the Internal Revenue Code, ▇▇▇ ▇▇▇▇▇▇, ▇▇ and all regulations applicable thereto; (g) a date determined Seller's Affidavit regarding nonresident seller withholding sufficient to establish required withholdings (if any) under Florida law and all regulations applicable thereto; (h) Appropriate resolutions and other evidence reasonably required by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents Buyer and the expiration of all statutory waiting periods in respect thereof title company to evidence Seller's authority to execute and deliver the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions deed and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of contemplated hereby; (i) a standard title insurance company form of owner’s affidavit to induce the first date on which all federal bank regulatory approvals deletion from the Title Commitment of any exception for parties in possession and for mechanics’ or material-men’s liens; (and waivers, if applicablej) necessary for consummation a termination of the Merger have been received and either party has notified Lease in a form acceptable to Buyer; and (k) Such additional documents as may be necessary or customary to consummate the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Mergertransactions contemplated hereby.

Closing; Closing Date. Determination Date (A) The Exchange Transaction shall be consummated on the date hereof or as soon thereafter as the conditions contemplated by Sections 7 and Effective Time. Unless a different date, time and/or place are agreed to 8 shall have either been satisfied or been waived by the parties hereto, the closing party in whose favor such conditions run. (B) The Closing of the Merger Exchange Transaction (together with the "Closing"making of the Loans by the Lenders at the Initial Closing pursuant to the Secured Loan Agreement) shall take place at 10:00 a.m., occur on the Closing Date at the offices of Pitneythe Company's counsel, ▇▇▇▇▇▇McGuireWoods LLP, ▇ ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined and shall take place no later than 3:00 P.M., New York time, on such day or such other time as is mutually agreed upon by HUBCO on at least five business days notice (the "Closing Notice") given to IBSFCompany, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents Note Purchasers and the expiration of all statutory waiting periods in respect thereof Lenders. 7. CONDITIONS TO THE COMPANY'S OBLIGATION TO CONSUMMATE EXCHANGE TRANSACTION. Diomed's and the satisfaction or waiver of all of Company's obligation consummate the conditions Exchange Transaction pursuant to this Agreement and the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business Exchange Agreement on the Closing DateDate are conditioned upon: (A) The execution and delivery of the Documents by the Note Purchasers. (B) Delivery to the Company for cancellation of the originally executed December 2002 Notes and of the Warrants for the Company to hold pending cancellation or redelivery, as the case may be, pursuant to Section 1(a)(v). In ; (C) The accuracy on the event Closing Date of the parties fail to specify representations and warranties of the date and time Note Purchasers contained in the Certificate of Mergerthis Agreement, the Merger shall become effective upon (each as if made on such date, and the "Effective Time" shall be) performance by the time Note Purchasers on or before such date of all covenants and agreements of the filing Note Purchasers required to be performed hereunder on or before such date; (D) The contemporaneous making of the Certificate of MergerLoan by the Lenders at the Initial Closing pursuant to the Secured Loan Agreement shall have occurred; and (E) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing The Closing of the Merger purchase and sale of the Property (the "“Closing"”) shall take place in escrow on or before the date which is thirty (30) calendar days after the expiration of the Feasibility Period (the “Closing Date”). At Closing, Buyer shall pay into the Escrow Agent’s escrow account the remainder of the Purchase Price and any closing costs, which are Buyer’s responsibility hereunder, by wire transfer of funds. Seller shall deliver or cause to be delivered to Buyer at 10:00 a.m.Buyer’s expense: (a) a limited warranty deed conveying to Buyer good, at marketable, insurable, and indefeasible fee simple title to the offices Property free and clear of Pitneyall liens, ▇▇▇▇▇▇mortgages, ▇encumbrances, easements, restrictions, covenants, rights-of-way and other defects, other than Permitted Liens; (b) a quitclaim deed in recordable form conveying the legal description of the property from the new survey; (c) a quitclaim b▇▇▇ & ▇▇▇▇▇of sale for any personal property and intangible property owned by Seller and located on the Property; (d) a certificate, ▇▇▇ executed by Seller as of the Closing Date, certifying all representations made by Seller in Section 6 of this Agreement are true and correct in all material respects as of the Closing Date; provided, if Seller's certificate excepts to any such matters, Buyer shall have the option of terminating this Agreement and obtaining a refund of the E▇▇▇▇▇▇ ▇▇▇▇▇Money in five (5) days; (e) a Non-Foreign Affidavit in the form acceptable to Buyer and Seller; (f) an executed certificate with respect to Seller's non-foreign status sufficient to comply with the requirements of Section 1445 of the Internal Revenue Code, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ and all regulations applicable thereto; (g) a date determined Seller's Affidavit regarding nonresident seller withholding sufficient to establish required withholdings (if any) under Florida law and all regulations applicable thereto; (h) Appropriate resolutions and other evidence reasonably required by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, governmental and shareholder approvals and consents Buyer and the expiration of all statutory waiting periods in respect thereof title company to evidence Seller's authority to execute and deliver the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions deed and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of contemplated hereby; (i) a standard title insurance company form of owner’s affidavit to induce the first date on which all federal bank regulatory approvals deletion from the Title Commitment of any exception for parties in possession and for mechanics’ or material-men’s liens; (and waivers, if applicablej) necessary for consummation a termination of the Merger have been received and either party has notified Lease in a form acceptable to Buyer; and (k) Such additional documents as may be necessary or customary to consummate the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Mergertransactions contemplated hereby.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSFDFC, which date (the "Closing Date") shall be not less than seven nor more than 10 business days following the receipt of all necessary regulatory, regulatory and governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal and state bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger shall have been received and either party has notified shall have informed the other in writing party that all such federal and state bank regulatory approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF DFC shall cause to be filed (a) a certificate of merger, in form and substance satisfactory to HUBCO and IBSFDFC, with the Secretary of State of the State of New Jersey (the "New Jersey Certificate of Merger") and (b) a certificate of merger, in form and substance satisfactory to HUBCO and DFC, with the Secretary of State of Connecticut (the "Connecticut Certificate of Merger"). The Each Certificate of Merger shall specify as the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF DFC (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Mergermerger certificates, the Merger shall become effective upon (and the "Effective Time" shall be) the later of the time of the filing of the New Jersey Certificate of Merger or the Connecticut Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties hereto, the The closing of the Merger transactions contemplated hereby (the "“Closing"”) shall take place at 10:00 a.m., at the offices of Pitney, ▇▇▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇, ▇▇▇▇▇”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ a date determined by HUBCO at 10:00 a.m. local time, on at least five business days notice (the "Closing Notice") given to IBSF, first Business Day of the month which date (the "Closing Date") shall be not less than seven nor more than 10 business days occurs immediately following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and date that is the expiration of all statutory waiting periods in respect thereof and first (1st) Business Day after the satisfaction or waiver of date that all of the conditions to the consummation of the Merger specified Closing set forth in Article VI hereof Articles 7 and 8 (other than those conditions which, by their terms, are to be satisfied or waived at the delivery Closing, but subject to the satisfaction or waiver of certificatessuch conditions) shall have been satisfied or waived by the party entitled to waive the same, opinions or at such other time, place and other instruments date that the Sellers and Buyer may agree in writing; provided, however, that if the exercise period for the Allied ROFR has not lapsed or been waived on or prior to such date (a “JV Closing Deferral Event”), then the Closing shall nevertheless occur but the Allied Interests shall not be delivered by the Sellers to Buyer at Closing and the Estimated Purchase Price shall not include the Allied Purchase Price and, from and after the Closing, the Sellers and Buyer shall continue to comply with their obligations under this Agreement with respect to the Allied Interests and Allied JV until the earlier of the date that: (a) the applicable JV Closing Deferral Event has ended (in which event the Allied Interests will be transferred, and the applicable Business JV Commercial Agreements will be assigned (to the extent assignment is permitted under the terms thereof or consent to assignment has been obtained), to Buyer in exchange for the Allied Purchase Price, no later than five (5) Business Days following the date the applicable JV Closing Deferral Event ends) or (b) the Allied ROFR has been exercised (in which event all obligations of the Sellers and Buyer hereunder with respect to the Allied Interests and the business of the Allied JV shall terminate). The date upon which the Closing occurs is referred to herein as the “Closing Date.” Delivery all documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date specified in Section 2.3 hereof shall be the later of (i) the first date effectuated by electronic delivery thereof, signed by a duly authorized officer on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation behalf of the Merger have been received and either applicable party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State of the State of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time provided for in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall beapplicable document(s) the time of the filing of the Certificate of Mergerbeing signed by each such party.

Closing; Closing Date. Determination Date 1.7.1. Upon the terms and Effective Time. Unless a different date, time and/or place are agreed subject to by the parties heretoconditions of this Agreement, the closing of the Merger (the "Closing") transactions contemplated by this Agreement shall take place at 10:00 a.m., a closing (the "CLOSING") to be held at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇The Cordish Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇6th Floor, ▇▇ a date determined Baltimore, Maryland, at 10:00 a.m., Baltimore time, or at such other location in Baltimore, Maryland selected by HUBCO Holding Company, on at least five business days notice (the "Closing Notice") given to IBSF, which date (the "Closing Date") shall be not less than seven nor more than 10 business days second Business Day following the receipt of all necessary regulatory, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction or waiver of all of the conditions to the consummation obligations of the Merger specified parties set forth in ARTICLE VI. The day on which the Closing takes place is referred to herein as the "CLOSING DATE." 1.7.2. Inland Affiliate recognizes and acknowledges that in connection with the Closing, Holding Company shall cause its existing loan (the "EXISTING LOAN"), which is guaranteed by Subsidiary, and which guaranty is secured by, among other things, an indemnity deed of trust that encumbers the Property, to be defeased in accordance with the procedures described on EXHIBIT "1.7.2" hereof (the "DEFEASANCE PROCESS"). Inland Affiliate agrees to cooperate with Holding Company's efforts to comply with the Defeasance Process. To that end, the parties hereto, on the Business Day following the satisfaction or waiver of all of the conditions to the obligations of the parties set forth in Article VI, the parties hereto shall attend a pre-closing at the offices of The Cordish Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 6th Floor, Baltimore, Maryland, at 10:00 a.m., Baltimore time, or at such other location in Baltimore, Maryland selected by Holding Company. At such pre-closing, all of the documents and agreements described in Article VI hereof (other than and Article II shall be executed and delivered into escrow with Escrowee, whereupon, Holding Company shall authorize Commercial Defeasance, LLC to circle/purchase securities for a "Day 3 Closing" as provided in the Defeasance Process. On the Business Day following the completion of the pre-closing and the delivery of certificatessuch documents and agreements to Escrowee, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date Date shall be the later of (i) the first date on which all federal bank regulatory approvals (deemed to occur hereunder and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) the date of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF Inland Affiliate shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, comply with the Secretary provisions of State of the State of New Jersey (the "Certificate of Merger")Section 1.5 hereof. The Certificate Closing Date shall not occur later than July 31, 2004 (unless extended by Holding Company in accordance with the provisions of Merger shall specify the "Effective Time" of the Merger, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Datethis Agreement.). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time of the filing of the Certificate of Merger.

Closing; Closing Date. Determination Date and Effective Time. Unless a different date, time and/or place are agreed to by the parties heretoAs used herein, the closing "Closing" shall mean the recordation of the Merger Ground Lease Assignment in the Official Records of the County (the "ClosingOfficial Records") shall take place at 10:00 a.m.), at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date (and the "Closing Date" shall mean the date upon which the Closing actually occurs. Subject to the provisions of this Agreement, the Closing shall take place on or before the date that is 5 days after the Due Diligence Termination Date, or on such other date as the parties hereto may agree (as the case may be, the "Scheduled Closing Date"). Each party to this Agreement intends for the Closing to occur by 5:00 p.m. (California time) on July 16, 1999 (the "Target Closing Date"). Accordingly, each party to this Agreement shall be use its good faith best efforts to cause the Closing to occur by the Target Closing Date; provided, however, that no party shall have any liability to any other party if, despite the use of such party's good faith best efforts, the Closing cannot less than seven nor more than 10 business days following or does not occur by the receipt of all necessary regulatoryTarget Closing Date. Notwithstanding the foregoing, governmental and shareholder approvals and consents and the expiration of all statutory waiting periods in respect thereof and the satisfaction if (a) Buyer receives material amendments or waiver of all updates of the conditions to Ground Lease Consent and/or Ground Lease Estoppel after the consummation of the Merger specified in Article VI hereof (other than the delivery of certificates, opinions and other instruments and documents to be delivered at the Closing). In the Closing Notice, HUBCO shall specify the "Determination Ground Lease Objection Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (iib) Buyer does not receive the date Phase II Report by 5:00 p.m. (California time) on July 13, 1999, the Closing Date shall be subject to a reasonable extension to a time not later than 5:00 p.m. (California time) on July 30, 1999. The Closing Date shall not be extended beyond 5:00 p.m. (California time) on July 30, 1999; provided, however, that Buyer may request a reasonable further extension of the Shareholders Meeting (as such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State Closing Date for either of the State matters described in clauses (a) and (b) above by giving Seller Notice of New Jersey (the "Certificate of Merger"). The Certificate of Merger shall specify the "Effective Time" of the Mergersuch request, which Effective Time shall be a date and time following the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify including the date and time to which Buyer would like to extend the Closing Date. Seller may, but shall not be obligated to, agree to such extension. If Seller does not agree to such extension and Buyer does not withdraw its request for an extension (or, in the Certificate alternative, does not make the deliveries required to be made by Buyer pursuant to Section 9.2 below) by 5:00 p.m. (California time) on July 30, 1999, Seller may terminate this Agreement by delivery of MergerNotice to Buyer and Escrow Agent, in which event Escrow Agent shall return to Buyer the Deposit (plus any interest or dividends earned thereon), the Merger parties shall become effective upon (equally share the cancellation charges of Title Company and Escrow Agent, and thereafter neither party shall have any rights or obligations to the "Effective Time" shall be) other hereunder, other than pursuant to any provision hereof that expressly survives the time termination of the filing of the Certificate of Mergerthis Agreement.

Closing; Closing Date. Determination Date (a) The exchange of Term Notes for Shares and Effective Time. Unless payment of accrued and unpaid interest on the Term Notes will occur at a different date, time and/or place are agreed to by the parties hereto, the closing of the Merger (the "Closing") to be held on the date of execution and delivery of a counterpart of this Agreement by the parties hereto, or such other date as shall take place at 10:00 a.m., at be agreed by Oracle and the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ a date determined by HUBCO on at least five business days notice (the "Closing Notice") given to IBSF, which date Company (the "Closing Date"). (b) Promptly after the date the Registration Statement required to be filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to Section 6(a) of this Agreement (the "Registration Statement") is declared effective by the SEC (the "SEC Effective Date"), the Company shall be so notify Oracle. (c) If the SEC Effective Date has not less than seven nor more than 10 occurred on or before the 120th day after the Closing Date, the Company shall so notify Oracle. If the SEC Effective Date has not occurred on or before the 135th day after the Closing Date, the Company hereby agrees to issue and deliver to each Lender within ten business days following thereafter such number of additional shares (collectively, the receipt "Additional Shares") of all necessary regulatoryCommon Stock shown on Schedule I attached hereto; provided, governmental and shareholder approvals and consents and however, that the expiration of all statutory waiting periods Lender shall have the right, exercisable by notice to the Company given within five business days after the 135th day after the Closing Date, to receive in respect thereof and the satisfaction or waiver of all lieu of the conditions issuance and delivery of Additional Shares to such Lender and upon return by such Lender of such Lender's Shares to the consummation Company, payment in cash in immediately available funds to such Lender not later than the date which is ten business days after the 135th day after the Closing Date, an amount (the "Repayment Amount") equal to the sum of (1) the aggregate principal amount of the Merger specified in Article VI hereof Term Note of such Lender as shown on Schedule 1 hereto plus (other than 2) an amount equal to the delivery accrued and unpaid interest on the Term Note of certificates, opinions such Lender from and other instruments and documents to be delivered at the Closing). In including the Closing Notice, HUBCO shall specify the "Determination Date" for purposes of determining the Median Pre-Closing Price (as hereinafter defined), which date shall be the later of (i) the first date on which all federal bank regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received and either party has notified the other in writing that all such approvals (and waivers, if applicable) have been received, or (ii) Date to but excluding the date of the Shareholders Meeting (as payment to such term is defined in Section 5.7 hereof). Simultaneous with or immediately following the Closing, HUBCO and IBSF shall cause to be filed a certificate of merger, in form and substance satisfactory to HUBCO and IBSF, with the Secretary of State Lender of the State of New Jersey Repayment Amount (the "Certificate of MergerRepayment Date"). The Certificate of Merger shall specify the "Effective Time" Payment of the Merger, which Effective Time Repayment Amount shall be a date and time following made against delivery by such Lender to the Closing agreed to by HUBCO and IBSF (which date and time the parties currently anticipate will be the close of business on the Closing Date). In the event the parties fail to specify the date and time in the Certificate of Merger, the Merger shall become effective upon (and the "Effective Time" shall be) the time Company of the filing Shares issued to such Lender duly endorsed in blank, with duly executed stock powers attached and customary signature guaranties. The parties hereto hereby expressly agree that the Company's obligation under Section 6(a) to use its best efforts to obtain effectiveness of the Certificate of MergerRegistration Statement shall continue so long as the Repayment Amount has not been paid or the Registration Statement has been declared effective.