Common use of Closing Notice Clause in Contracts

Closing Notice. Upon the satisfaction of the conditions set forth in Sections 5.1 and 5.2, Seller shall deliver a notice to Purchasers scheduling the date of the Closing (a “Closing Notice”), which shall be at least ten (10) Business Days after the date of delivery of the Closing Notice. Subject to Sections 1.5(a)(iii) and 4.1(a), if any Purchaser fails to confirm its willingness to proceed with the Closing within three (3) Business Days after delivery of the Closing Notice, or confirms such willingness but subsequently fails to pay its Separate Purchase Price, such Purchaser shall be deemed to be a “Defaulting Purchaser.” For greater certainty, a Purchaser shall not be considered a Defaulting Purchaser where a condition to Closing in its favor (or a mutual condition to Closing in favor of Purchasers and Seller) has not been fulfilled and it has elected not to waive such condition.