Common use of Closing Date; Location Clause in Contracts

Closing Date; Location. Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned in accordance with Article 12, and provided that the conditions to the Closing set forth in Article 8 and Article 9 are satisfied or waived in writing in the manner provided therein, the consummation of the transactions contemplated hereby (the “Closing”) shall take place at 10:00 a.m., Pacific Time, on the date that is the later of (a) three (3) Business Days after the later of (i) the conditions in Article 9 and Article 10 have been satisfied or waived in writing, and (ii) the expiration of the Marketing Period and (b) July 2, 2018, or at such other location, time and date as the Parties shall agree in writing. However, if any of the conditions set forth in Article 8 and Article 9 are not satisfied on a date on which the Closing is to occur pursuant to this Section 11.1 (including this sentence), then any Party may, by notice to the other Parties, postpone the Closing to the date five (5) Business Days after such date. Further, if such conditions are satisfied on a date such that the Closing would occur a day that is not the first day of Buyer’s fiscal month, then Buyer may postpone the Closing to the first day of Buyer’s immediately following fiscal month. The Parties intend that the Closing shall be effected, to the extent practicable, by conference call, the electronic delivery of documents and the prior physical exchange of certain other documents to be held in trust by outside counsel to the recipient Party pending authorization by the delivering Party (or its outside counsel) of their release at the Closing. The actual date of the Closing shall be referred to as the “Closing Date,” and if the Closing occurs, the Closing shall be deemed to have become effective as of 12:01 a.m. Pacific time on the Closing Date (the “Effective Time”).

Closing Date; Location. Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned in accordance with Article 12pursuant to Section 10.1, and provided that the conditions to the Closing set forth in Article 8 and Article 9 7 are satisfied or waived in writing in the manner provided thereinwaived, the consummation of closing with respect to the transactions contemplated hereby by this Agreement (the “Closing”) shall take place at 10:00 a.m., Pacific Timelocal time, on the date that is the later of third (a) three (33rd) Business Days Day after the later satisfaction or waiver of (i) all of the conditions set forth in Article 9 and Article 10 have been 7, other than conditions that, by their nature, will be satisfied at the Closing (but subject to the satisfaction or waived in writing, and (ii) waiver of those conditions at the expiration of the Marketing Period and (b) July 2, 2018Closing), or at such other location, time and date as the Parties shall mutually agree in writing. HoweverNotwithstanding the foregoing, if any of in the conditions set forth in Article 8 and Article 9 are not satisfied on a date on which event that Buyer is obligated to consummate the Closing is to occur pursuant to this Section 11.1 the foregoing sentence on or prior to December 1, 2021 (including this sentencethe “Originally Scheduled Closing Date”), then any Party may, by notice but Buyer wishes to the other Parties, postpone delay the Closing to a later date, Buyer may delay the Closing by providing Seller with written notice at least one Business Day prior to the Originally Scheduled Closing Date (the “Closing Delay Notice”) setting forth Buyer’s election to delay the Closing to December 1, 2021 (or such earlier date as Buyer shall subsequently elect on not less than five (5) Business Days prior written notice thereof). If, within three (3) Business Days after such date. Furtherreceipt of the Closing Delay Notice, if such Seller provides Buyer with certificates of the type described in Section 7.1(a), Section 7.1(b) and Section 7.1(c) as of the Originally Scheduled Closing Date, then (a) the conditions are satisfied on a date such set forth in Section 7.1(a) and Section 7.1(b) shall cease to apply to the extent of acts or omissions occurring prior to the Originally Scheduled Closing Date (provided that the Closing would occur a day that is not the first day of Buyer’s fiscal month, then Buyer may postpone the Closing conditions set forth in Section 7.1(a) and Section 7.1(b) shall continue to apply to the first day extent of Buyer’s immediately following fiscal monthacts or omissions occurring on or after the Originally Scheduled Closing Date), and (b) the condition set forth in Section 7.1(c) shall be irrevocably waived. The Parties intend that the Closing shall be effected, to the extent practicable, by conference call, the electronic delivery of documents and and, if applicable, the prior physical exchange of certificates and certain other documents and instruments to be held in trust escrow by outside counsel to the recipient Party pending authorization by the delivering Party (or its outside counsel) of their release at the Closing. The actual date of the Closing shall be is referred to as the “Closing Date,” and and, if the Closing occurs, the Closing shall be deemed to have become effective as of 12:01 a.m. Pacific time a.m., Central Time, on the Closing Date (the “Effective Time”)Date.