Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on November 11, 2005 or on such earlier date as is mutually agreeable by the Parties, or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed.
Appears in 1 contract
Sources: Master Purchase and Sale Agreement (Perkinelmer Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in BostonWashington, MassachusettsDC or such other location as may be mutually agreed by the Parties, commencing at 10:00 a.m., local time, on November 11March 29, 2005 or on such earlier date as is mutually agreeable by the Parties, 2013 or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such a mutually agreeable later date as soon as practicable (but in no event more than three (3) Business Days (as defined below)Days) after the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Microstrategy Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at via the offices electronic exchange of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ documents and ▇▇▇▇ LLP in Boston, Massachusettssignatures, commencing at 10:00 a.m., local Eastern time, on November 11, 2005 or on such earlier date as is a mutually agreeable by the Parties, or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three five (5) Business Days (as defined below)) after the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than the satisfaction of those conditions that by their terms are to nature can only be satisfied or or, to the extent permitted by Law, waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived waived; provided, that, in no event shall the Closing occur prior to December 1, 2022 (the “Inside Date”) without the express consent of Buyer (which consent may be given or withheld by Buyer in its sole and absolute discretion); or at such other date and time as the Parties may mutually agree in writing (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree Law to remain closed. For all purposes under this Agreement and each Local Transfer Agreement, to the extent permitted by applicable Law, the Closing shall be deemed to have occurred at 11:59 p.m. local time in each applicable jurisdiction on the Closing Date regardless of the actual occurrence of the Closing at any particular time on the Closing Date.
Appears in 1 contract
Sources: Master Purchase and Sale Agreement (Perkinelmer Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ Procter LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇, ▇▇▇▇▇ LLP in Boston▇▇▇▇, Massachusetts▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other location as may be mutually agreed by the Parties, commencing at 10:00 a.m., local time, on November 11April 30, 2005 2012 or on such earlier date as is mutually agreeable agreed upon by the PartiesParties (but in no event earlier than April 25, or2012), or if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (which the Parties intend will be no later than April 30, 2012) (but in no event more than three two (2) Business Days (as defined below)) after the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New YorkSan Francisco, New York California are permitted or required by law, executive order or governmental decree to remain closed.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Openwave Systems Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at via the offices electronic exchange of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ documents and ▇▇▇▇ LLP in Boston, Massachusettssignatures, commencing at 10:00 a.m., local Eastern time, on November 11the later of (x) the fifth (5th) Business Day (as defined below) after the Actual Cutover Date, 2005 or on such earlier date as is mutually agreeable by (y) the PartiesInside Date, orin each case, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than the satisfaction of those conditions that by their terms are to nature can only be satisfied or waived at Closingor, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived extent permitted by such dateLaw, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived waived; provided, that, in no event shall the Closing occur prior to March 13, 2023 (the “Inside Date”) without the express consent of Buyer (which consent may be given or withheld by ▇▇▇▇▇ in its sole and absolute discretion); or at such other date and time as the Parties may mutually agree in writing (the “Closing Date”). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree Law to remain closed. For all purposes under this Agreement and each Local Transfer Agreement, to the extent permitted by applicable Law, the Closing shall be deemed to have occurred at 12:01 a.m. local time in each applicable jurisdiction on the Closing Date, or the Local Closing Date in respect of any Deferred Business, regardless of the actual occurrence of the Closing at any particular time on or around the Closing Date Eastern Time.
Appears in 1 contract
Sources: Master Purchase and Sale Agreement (Perkinelmer Inc)