Common use of Closing Termination Clause in Contracts

Closing Termination. Upon the terms and subject to the conditions of this Agreement, the closing of the sale, assignment, transfer and delivery of the 10% Notes provided for in Section 2(a) (the “Closing”) shall occur substantially simultaneously with the closing of the Private Financing (as defined below) (the date of such closing, the “Closing Date”) at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as the parties shall mutually agree. At the Closing, upon the terms and subject to the conditions of this Agreement, (1) the Purchaser shall deliver to each Holder the Purchase Price due to such Holder by wire transfer to the account identified to the Purchaser in writing by the Holder, and (2) each Holder shall deliver to the Purchaser all of such Holder’s 10% Notes (together with a duly executed assignment in the form attached as Exhibit A hereto). Each Holder hereby agrees that it shall promptly, upon the prior written request of the Purchaser, execute and deliver, or cause to be executed and delivered, any and all documents, assignments and other agreements and take or cause to be taken such additional action as the Purchaser may reasonably deem necessary or desirable to effect, consummate, confirm or evidence the transactions described herein.