Common use of Effective Date and Closing Clause in Contracts

Effective Date and Closing. (a) The closing of the transactions described in Section 2.01 (the “Closing”) will take place at the offices of Winston & ▇▇▇▇▇▇ LLP, counsel to Seller, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60601, or at such other place as the Parties mutually agree, at 10:00 A.M. local time three (3) Business Days after the fulfillment or waiver of the conditions set forth in ARTICLE 7 and ARTICLE 8, or any other date mutually agreed upon by the Purchaser and the Seller. The effective time of Closing shall be at 11:59:59 P.M. EST on the Closing Date. (b) At the Effective Date, the following shall occur: (i) The Seller and the Purchaser shall execute and deliver this Agreement; and (ii) The Purchaser’s parent company shall execute and deliver to Seller the Original Purchaser Parent Guaranty. (c) At the Closing, the following shall occur: (i) Purchaser shall pay to the Seller, an amount equal to the Purchase Price, plus or minus, as the case may be, the Purchase Price Adjustment, by wire transfer of immediately available funds to Seller’s account as provided on Exhibit C; (ii) Seller shall use commercially reasonable efforts to transfer the Reserve Accounts and other Bank Accounts (including all cash therein) of the Acquired Entities to the Purchaser at the Closing or as soon as possible thereafter or, if it is determined at or prior to the Closing that such transfer is not possible at the Closing or within a reasonable period of time thereafter, shall cause the amounts in the Reserve Accounts and other Bank Accounts to be released to the Purchaser at the Closing or as soon as possible thereafter. Notwithstanding the foregoing, if the Seller is unable to transfer the Reserve Accounts and other Bank Accounts (including all cash therein) or release the amounts therein to Purchaser by the date that is ninety (90) days following Closing, then Seller shall pay to Purchaser, within five (5) Business Days thereafter, an amount equal to the amounts in the Reserve Accounts and other Bank Accounts and upon such payment Purchaser shall have no further right to the Reserve Accounts and other Bank Accounts or the cash therein and as and when such funds are released, Purchaser shall direct such funds to be paid to Seller; and (iii) The Parties shall deliver, or cause to be delivered, to the other Parties the certificates and other deliverables pursuant to Section 7.01 and Section 8.01.