Date and Manner of Closing. (a) Subject to the satisfaction of the conditions precedent set forth in Article IV, the closing contemplated by this Agreement (the “Closing”) shall occur at 1:00 P.M. (Eastern Time) on September 19, 2014 (the “Initial Closing Date”, as such date may be extended pursuant to subparagraphs (b) and (c) and below or as otherwise extended pursuant to the express terms of this Agreement, or such earlier date as mutually agreed to in writing by and among the parties hereto, the “Closing Date”) at the offices of the Escrow Agent or through mutually acceptable escrow arrangements. (b) Purchaser shall have the right, in its sole and absolute discretion for any reason or no reason, to extend the Initial Closing Date until October 20, 2014 (the “First Extended Closing Date”), by delivering written notice of such extension (the “First Extension Notice”) to Seller at least five (5) Business Days prior to the Initial Closing Date and, subject to the other terms and conditions of this paragraph, by depositing the amount set forth in the Effective Date Letter for the “Second Deposit” (such amount, the “Second Deposit”) by wire transfer of immediately-available Federal funds on or before the Initial Closing Date. In all events and under all circumstances, Purchaser shall be entitled to any and all interest earned on the Second Deposit. If Purchaser has delivered the First Extension Notice and fails to close on the Initial Closing Date and fails to deliver the Second Deposit as provided in this Section 5.1(b), and there is no existing failure of a condition under Sections 4.1(a), (b) (in the case of clause (b) only, other than the performance of an obligation not performable as of such time or not required to be performed as of such time), (d), (e), (f), (g), (h) and (i) (in the case of clause (i) only, other than the performance of an obligation not performable as of such time or not required to be performed as of such time) (“Sellers’ Conditions”), then Sellers who have not yet closed may terminate this Agreement upon written notice to Purchaser at any time after the Initial Closing Date, in which event the Deposit shall immediately be disbursed to Sellers who have not yet closed and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement. If, on the Initial Closing Date, Sellers’ Conditions are not satisfied, Purchaser may still extend the Initial Closing Date to the First Extended Closing Date, but instead of depositing the Second Deposit, it shall give written notice to Sellers on or before the Initial Closing Date identifying each unsatisfied condition (the “Unsatisfied Conditions”). If Sellers thereafter satisfy the Unsatisfied Conditions and deliver written notice to Purchaser that all of the Unsatisfied Conditions are satisfied, then Purchaser shall have two (2) Business Days after the date of receipt of such written notice and satisfaction of the Unsatisfied Conditions (and provided there are no other unsatisfied Sellers’ Conditions, as of such new date), to deposit the Second Deposit with the Escrow Agent by wire transfer of immediately-available Federal funds. If Purchaser fails to deposit the Second Deposit with Escrow Agent within such two (2) Business Day period and has not previously delivered to Escrow Agent the Second Deposit, then provided there does not exist a failure of Sellers’ Conditions as of such date, the remaining Sellers may terminate this Agreement upon written notice to Purchaser at any time thereafter, in which event the Deposit shall immediately be disbursed to the remaining Sellers and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement. (c) If the Initial Closing Date is extended pursuant to subparagraph (b) above, Purchaser shall have the right for any reason or no reason, in its sole and absolute discretion, to extend the First Extended Closing Date until November 19, 2014 (the “Second Extended Closing Date”), by delivering written notice of such extension (the “Second Extension Notice”) to Seller at least five (5) Business Days prior to the First Extended Closing Date and, subject to the other terms and conditions of this paragraph, by depositing the amount set forth in the Effective Date Letter for the “Third Deposit” (such amount, the “Third Deposit”) by wire transfer of immediately-available Federal funds on or before the First Extended Closing Date. In all events and under all circumstances, Purchaser shall be entitled to any and all interest earned on the Third Deposit. If Purchaser has delivered the Second Extension Notice and fails to close on the Second Extended Closing Date and fails to deliver the Third Deposit as provided in this Section 5.1(c), and Sellers have satisfied all of the Sellers’ Conditions then the remaining Sellers may terminate this Agreement upon written notice to Purchaser at any time after the First Extended Closing Date, in which event the Deposit shall immediately be disbursed to the remaining Sellers and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement. If, on the First Extended Closing Date, Sellers’ Conditions are not satisfied, Purchaser may still extend the First Extended Closing Date to the Second Extended Closing Date, but instead of depositing the Third Deposit, it shall give written notice to Sellers on or before the First Extended Closing Date identifying each of the Unsatisfied Conditions. If Sellers thereafter satisfy the Unsatisfied Conditions and deliver written notice to Purchaser that all of the Unsatisfied Conditions are satisfied, then Purchaser shall have two (2) Business Days after the date of receipt of such written notice and satisfaction of the Unsatisfied Conditions (and provided there are no other unsatisfied Sellers’ Conditions as of such new date), to deposit the Third Deposit with the Escrow Agent by wire transfer of immediately-available Federal funds. If Purchaser fails to deposit the Third Deposit with Escrow Agent within such two (2) Business Day Period and has not previously delivered to Escrow Agent the Third Deposit, then provided there does not exist a failure of Sellers’ Conditions as of such date, the remaining Sellers may terminate this Agreement upon written notice to Purchaser at any time thereafter, in which event the Deposit shall immediately be disbursed to the remaining Sellers and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement. (d) The Second Deposit, if paid, and the Third Deposit, if paid, shall become part of the “Deposit” as such term is used in this Agreement. (e) Notwithstanding anything contained in this Agreement to the contrary, if the Closing Date is extended pursuant to Sections 4.1(e)- (g), 7.5, 7.6, 8.1, 8.2, 11.1 or 11.2(b), or any other express provision in this Agreement, in no event or circumstance shall the Closing occur later than December 19, 2014 (the “Outside Closing Date”).
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Date and Manner of Closing. (a) Subject to the satisfaction of the conditions precedent set forth in Article IV, the closing contemplated by this Agreement (the “Closing”) shall occur at 1:00 P.M. (Eastern Time) on September 19, 2014 (the “Initial Closing Date”, ,” as such date may be extended pursuant to subparagraphs (b) and (c) and below or as otherwise extended pursuant to the express terms of this Agreement, or such earlier date as mutually agreed to in writing by and among the parties hereto, the “Closing Date”) at the offices of the Escrow Agent or through mutually acceptable escrow arrangements.
(b) Purchaser shall have the right, in its sole and absolute discretion for any reason or no reason, to extend the Initial Closing Date until October 20, 2014 (the “First Extended Closing Date”), by delivering written notice of such extension (the “First Extension Notice”) to Seller at least five (5) Business Days prior to the Initial Closing Date and, subject to the other terms and conditions of this paragraph, by depositing the amount set forth in the Effective Date Letter for the “Second Deposit” (such amount, the “Second Deposit”) by wire transfer of immediately-available Federal funds on or before the Initial Closing Date. In all events and under all circumstances, Purchaser shall be entitled to any and all interest earned on the Second Deposit. If Purchaser has delivered the First Extension Notice and fails to close on the Initial Closing Date and fails to deliver the Second Deposit as provided in this Section 5.1(b), and there is no existing failure of a condition under Sections 4.1(a), (b) (in the case of clause (b) only, other than the performance of an obligation not performable as of such time or not required to be performed as of such time), (d), (e), (f), (g), (h) and (i) (in the case of clause (i) only, other than the performance of an obligation not performable as of such time or not required to be performed as of such time) (“Sellers’ Seller’s Conditions”), then Sellers who have not yet closed Seller may terminate this Agreement upon written notice to Purchaser at any time after the Initial Closing Date, in which event the Deposit shall immediately be disbursed to Sellers who have not yet closed Seller and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement. If, on the Initial Closing Date, Sellers’ Seller’s Conditions are not satisfied, Purchaser may still extend the Initial Closing Date to the First Extended Closing Date, but instead of depositing the Second Deposit, it shall give written notice to Sellers Seller on or before the Initial Closing Date identifying each unsatisfied condition (the “Unsatisfied Conditions”). If Sellers Seller thereafter satisfy the Unsatisfied Conditions and deliver written notice to Purchaser that all of the Unsatisfied Conditions are satisfied, then Purchaser shall have two (2) Business Days after the date of receipt of such written notice and satisfaction of the Unsatisfied Conditions (and provided there are no other unsatisfied Sellers’ Seller’s Conditions, as of such new date), to deposit the Second Deposit with the Escrow Agent by wire transfer of immediately-available Federal funds. If Purchaser fails to deposit the Second Deposit with Escrow Agent within such two (2) Business Day period and has not previously delivered to Escrow Agent the Second Deposit, then provided there does not exist a failure of Sellers’ Seller’s Conditions as of such date, the remaining Sellers Seller may terminate this Agreement upon written notice to Purchaser at any time thereafter, in which event the Deposit shall immediately be disbursed to the remaining Sellers Seller and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement.
(c) If the Initial Closing Date is extended pursuant to subparagraph (b) above, Purchaser shall have the right for any reason or no reason, in its sole and absolute discretion, to extend the First Extended Closing Date until November 19, 2014 (the “Second Extended Closing Date”), by delivering written notice of such extension (the “Second Extension Notice”) to Seller at least five (5) Business Days prior to the First Extended Closing Date and, subject to the other terms and conditions of this paragraph, by depositing the amount set forth in the Effective Date Letter for the “Third Deposit” (such amount, the “Third Deposit”) by wire transfer of immediately-available Federal funds on or before the First Extended Closing Date. In all events and under all circumstances, Purchaser shall be entitled to any and all interest earned on the Third Deposit. If Purchaser has delivered the Second Extension Notice and fails to close on the Second Extended Closing Date and fails to deliver the Third Deposit as provided in this Section 5.1(c), and Sellers Seller have satisfied all of the Sellers’ Seller’s Conditions then the remaining Sellers Seller may terminate this Agreement upon written notice to Purchaser at any time after the First Extended Closing Date, in which event the Deposit shall immediately be disbursed to the remaining Sellers Seller and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement. If, on the First Extended Closing Date, Sellers’ Seller’s Conditions are not satisfied, Purchaser may still extend the First Extended Closing Date to the Second Extended Closing Date, but instead of depositing the Third Deposit, it shall give written notice to Sellers Seller on or before the First Extended Closing Date identifying each of the Unsatisfied Conditions. If Sellers Seller thereafter satisfy the Unsatisfied Conditions and deliver written notice to Purchaser that all of the Unsatisfied Conditions are satisfied, then Purchaser shall have two (2) Business Days after the date of receipt of such written notice and satisfaction of the Unsatisfied Conditions (and provided there are no other unsatisfied Sellers’ Seller’s Conditions as of such new date), to deposit the Third Deposit with the Escrow Agent by wire transfer of immediately-available Federal funds. If Purchaser fails to deposit the Third Deposit with Escrow Agent within such two (2) Business Day Period and has not previously delivered to Escrow Agent the Third Deposit, then provided there does not exist a failure of Sellers’ Seller’s Conditions as of such date, the remaining Sellers Seller may terminate this Agreement upon written notice to Purchaser at any time thereafter, in which event the Deposit shall immediately be disbursed to the remaining Sellers Seller and neither party shall have any liability hereunder except for those liabilities that expressly survive termination of this Agreement.
(d) The Second Deposit, if paid, and the Third Deposit, if paid, shall become part of the “Deposit” as such term is used in this Agreement.
(e) Notwithstanding anything contained in this Agreement to the contrary, if the Closing Date is extended pursuant to Sections 4.1(e)- 4.1(e) - (g), 7.5, 7.6, 8.1, 8.2, 11.1 or 11.2(b), or any other express provision in this Agreement, in no event or circumstance shall the Closing occur later later, than December 19, 2014 (the “Outside Closing Date”).
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