Common use of Closing; Closing Deliverables Clause in Contracts

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the XxxxxxxxAxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver terms and conditions of all of the conditions set forth in Article VIIthis Agreement, the closing of the Purchase sale referred to in Section 2.1 (the “Closing”) shall will take place at (i) the offices of White King & Case Spalding LLP, 1221 Avenue of the 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, 00000-0000unless another place is agreed to in writing by the parties hereto, as soon as practicableat 10:00 a.m., but in any event not Eastern Time, on a date specified by the parties, which shall be no later than two (2) Business Days after the last satisfaction or waiver (subject to applicable Law) of all of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are relate to action to be satisfied taken at the Closing, but subject to the fulfillment satisfaction of such conditions (or, to the extent legally permitted, waiver by the party or parties entitled to the benefit of such conditions) at the Closing) and which shall not be prior to April 1, 2016; provided that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, if the Closing were to occur in accordance with this Section 2.4 prior to the end of the Marketing Period, the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earliest to occur of (A) any Business Day during the Marketing Period specified by the Purchaser to Sellers’ Designee on no fewer than two (2) Business Days’ written notice to Sellers’ Designee, (B) two (2) Business Days immediately following the last day of the Marketing Period, provided that such date is not before April 1, 2016, and (C) two (2) Business Days immediately following the date on which the Purchaser shall have consummated the Financing (or any Alternative Financing), provided that such date is not before April 1, 2016, but subject, in each case, with respect to the foregoing clauses (A), (B) and (C), to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII at such time (other than those conditions that relate to action to be taken at the Closing, subject to the satisfaction of such conditions (or, to the extent legally permitted, waiver by the party or parties entitled to the benefit of such conditions) at the Closing), or at (ii) such other date, time, date or place as agreed to in writing by the parties hereto shall agree hereto, in writingeach case unless this Agreement has been theretofore terminated pursuant to its terms or unless extended by mutual agreement of the parties hereto. Such The date on which the Closing actually occurs is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Closing; Closing Deliverables. The Parties shall use reasonable and diligent efforts in good faith to satisfy the conditions to Closing set forth in this Agreement and to consummate the transactions contemplated hereby at the earliest practicable date. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated hereby (the “Closing”) shall be conducted telephonically and through the mutual exchange via e-mail or other electronic means of executed documents and signature pages: (a) Subject to the satisfaction or waiver of on May 31, 2022 (assuming all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied Section 6.1 and Section 6.2 have been fulfilled or waived (in accordance herewith by 11:59 PM Eastern time on May 27, 2022, other than those conditions that that, by their nature terms, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those such conditions), (b) if such conditions have not been fulfilled or at waived as of such other timedate, date or place as then three Business Days after the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions last condition set forth in Article VII have been satisfied Section 6.1 and Section 6.2 is fulfilled or waived (in accordance herewith, other than those conditions that that, by their nature terms, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions, or (c) on such other time and/or date as the Parties shall mutually agree in writing (the “Closing Date”); provided, however, that notwithstanding the foregoing, if the Marketing Period has not ended at the time of the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (Section 6.1 and Section 6.2 in accordance herewith, other than those conditions that that, by their nature terms, are to be satisfied at the Closing, but subject to the fulfillment satisfaction or waiver of those such conditions), Purchaser may request that then the Closing Date be adjourned shall not occur until the earlier of: (i) any Business Day during the Marketing Period specified by Buyer on no less than two Business Days’ prior written notice to a date no later than July 7Seller, 2017, in which case and (ii) the second Business Day after the final day of the Marketing Period. The Closing Date shall be amended accordingly deemed to be such date or such other time, date or place effective as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange CommissionEffective Time.

Closing; Closing Deliverables. (a) Subject to the satisfaction or or, when permissible, waiver of all of the conditions set forth in Article VII, the closing of the Purchase transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of White Lxxxxx & Case Wxxxxxx LLP, 1221 Avenue of the Xxxxxxxx800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000 (or remotely via the electronic exchange of closing deliveries), 00000-0000commencing at 10:00 A.M., as soon as practicableEastern time, but in any event not later than two (2i) on the day that is three (3) Business Days after the date on which the last of the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing, but subject to the satisfaction of such conditions at the Closing) is satisfied or, when permissible, waived, or waived (ii) on such other date or at such other time or place as the Parties may mutually agree in writing (the “Closing Date”) ; provided, however, that in no event shall Buyer be obligated to effect the Closing prior to the earlier of (A) the third (3rd) Business Day following the final day of the Marketing Period (unless Buyer and Seller Parent have agreed in writing to close on an earlier date) and (B) any Business Day specified on no fewer than three (3) Business Days’ prior written notice to Sellers (but subject, in each case, to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature terms are to be not capable of being satisfied at until the Closing, but subject to the fulfillment satisfaction or waiver of those conditionssuch conditions at the Closing)); provided, or at such other timefurther, date or place as that notwithstanding anything herein to the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. Ifcontrary, however, (x) if each the conditions set forth in Article VII have been satisfied or waived (other than those (x) any such conditions that which by their nature terms are to be not capable of being satisfied at until the Closing, but subject to the fulfillment or waiver satisfaction of those conditions) such conditions at the Closing and (y) Purchaser has been using its commercially reasonable best efforts the condition set forth in Section 7.1(b) with respect to consummate the Purchase and the Debt FinancingItem 3 of Schedule D) is satisfied, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior then subject to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last satisfaction of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing condition set forth in Section 7.2(b7.1(b) with respect to no longer be satisfied at any time Item 3 of Schedule D), the Closing shall nevertheless take place in accordance with this Section 2.5(a) on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to terms set forth herein and in the amended Closing Date Transaction Documents, except that (it being understood that Purchaser i) upon the request of Buyer, Sellers shall be required to close on or delay the Closing for up to ten (10) Business Days after the Closing was otherwise required to occur pursuant to this Section 2.5(a) in the event that the condition set forth in Section 7.1(b) with respect to Item 3 of Schedule D is reasonably be expected to be satisfied prior to the amended Closing Date expiration of such ten (10) Business Day-period and (ii) Sellers shall not be required or permitted to deliver, or cause to be delivered to Buyer the ICL-FR Interests pursuant to Section 2.1(a) or any of the Transfer Instruments pursuant to Section 2.5(b)(i)A with respect to the ICL-FR Interests (the “ICL-FR Exclusion”) until such time as if the failure condition set forth in Section 7.1(b) with respect to Item 3 of any such conditions to Closing had not occurred). *** Confidential treatment Schedule D has been requested for redacted portions of this exhibit. This copy omits the information subject satisfied, and no adjustment to the confidentiality request. Omissions are designated Purchase Price shall be made as [***]. A complete version a result of this exhibit such ICL-FR Exclusion, and the closing of the transactions contemplated hereby with respect to the ICL-FR Interests (the “ICL-FR Closing”) shall occur on the date that is three (3) Business Days after the condition set forth in Section 7.1(b) with respect to Item 3 of Schedule D has been provided separately satisfied. If the ICL-FR Closing does not occur within twelve (12) months following the Closing, the Parties shall no longer be obligated to complete the Securities and Exchange CommissionICL-FR Closing and, instead, the Parties shall negotiate in good faith to modify this Agreement and/or enter into such other agreements or arrangements so as to effectuate the original intent of the Parties as closely as possible in a mutually acceptable manner.

Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the The closing of the Purchase sale of the Units (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, 00000-0000or by electronic transmittal of executed documents, as soon as practicable, but in any event not event, at 10:00 a.m. (New York City time) on the later than two of (2i) fifth (5th) Business Days Day after the last of the conditions set forth in Article VII (Conditions Precedent) is satisfied or waived (other than those conditions that by their nature are to terms cannot be satisfied at until the Closing, but subject to the fulfillment satisfaction or waiver of those conditionsconditions in accordance with this Agreement) and (ii) December 23, 2020 (or such earlier date as may be specified in writing by Purchaser on no less than five (5) Business Days’ notice), or at such other time, place and time and/or on such other date or place as the parties hereto shall Purchaser and Seller may agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (xb) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at At the Closing, but subject Seller shall deliver or cause to the fulfillment or waiver be delivered to Purchaser: (i) a certificate signed by an authorized officer of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt FinancingSeller, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to dated as of the Closing Date (subsections (x)Date, (y), and (z), collectively, confirming the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing matters set forth in Section 7.2(a) (Conditions to the Obligations of Purchaser; Performance), and Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior (Conditions to the amended Closing Date Obligations of Purchaser; Representations and Warranties); (it being understood that Purchaser shall be required ii) a complete and properly executed Internal Revenue Service Form W-9 of Seller; (iii) all equity assignments and powers sufficient to close on or prior transfer the Units to Purchaser; (iv) a duly executed copy of the amended Closing Date as if the failure of Assignment and Assumption Agreement and any such conditions other instruments of transfer necessary to Closing had not occurredassign, convey and deliver the Business Assets to Purchaser (or Purchaser’s designee(s). *** Confidential treatment has been requested for redacted portions ), in each case, in a form reasonably acceptable to Seller and Purchaser; (v) a duly executed copy of this exhibit. This copy omits the information subject Transition Services Agreement; (vi) a duly executed counterpart of the Employee Bonus Escrow Agreement; (vii) duly executed letters of resignation, in form and substance reasonably satisfactory to Purchaser and effective as of the confidentiality request. Omissions are designated as [***]. A complete version Closing, of this exhibit has been provided separately to each of the Securities and Exchange Commission.officers 34