1Time and Place of the Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") shall be deemed to take place at the offices of Xxxxxxxx & Hunter, LLP, 0000 Xxxxxxxx, Xxx Xxx, Xxxxxxxxx, and, with respect to the real property comprising the Facilities at the offices of Title Resources, LLC, 0000 Xxxxxxxx, Xxx Xxx, Xxxxxxxxx (the "Title Company") at 10:00 a.m. Central time (a) on February 7, 2016, subject to the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself), (b) on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself), or (c) at such other time and place as agreed by the Parties, (the "Closing Date"). The Closing will be effective as of 12:01 a.m. Central time on the Closing Date (the "Effective Time"). Other than with respect to Real Property (regarding any recording and other requirements for closing at the Title Company) and to Tangible Personal Property subject to certificates of title that are included in the Acquired Assets, the Closing shall not be a physical Closing, but shall occur by delivery of facsimile signatures (including PDF signatures delivered via email) by all Persons on the Closing Date of each of the documents required to be delivered by such Party pursuant to the terms hereof, with the obligation to deliver original signatures or such documents by overnight delivery by the Parties or their respective legal representatives promptly as requested by the Parties. All acts, deliveries and confirmations comprising the Closing, regardless of chronological sequence, shall be deemed to occur contemporaneously and simultaneously on the Closing Date.
1Time and Place of the Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP, 601 Massachusetts Ave., NW, Washington, District of Columbia, as soon as practicable following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties will take at the Closing) and in any event within three (3) Business Days thereafter, or on such other date as Purchaser and the Seller Parties may mutually determine; provided that unless otherwise agreed in writing by Purchaser and the Seller Parties, the Closing shall in no event be earlier than sixty (60) days after the date of this Agreement (the “Inside Date), and if the Closing would otherwise be required to occur prior to the Inside Date pursuant to this Section 3.1 without giving effect to this proviso, the Closing shall instead occur within three (3) Business Days following the first day on or after the Inside Date on which the last of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) have been satisfied (or, to the extent permitted, waived by the Party entitled to the benefits thereof) or at such other date, time and place as Purchaser and the Seller Parties may agree in writing. The Closing shall be deemed to have occurred and become effective at 11:59 p.m. (Eastern time) (the “Effective Time”) on the date of the Closing (the “Closing Date”). The Parties may participate in the Closing remotely by the use of telephone, email and facsimile transmission.
