Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. On the Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell and the Purchaser agrees to purchase Mergeco Shares for $2,001,126.67 as determined pursuant to Section 2.5(a) (such purchase and sale being the “Subsequent Closing”). Each Purchaser shall deliver to the Company such Purchaser’s Shares Subscription Amount, and the Company shall deliver to each Purchaser its Mergeco Shares as determined pursuant to Section 2.5(a). The Company and Purchaser shall deliver the other items set forth in Section 2.5 deliverable at the Subsequent Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.5 and 2.6, the Subsequent Closing shall occur at the offices of Purchaser Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Subsequent Closing must take place on or before sixty-five (65) days after the Note Closing Date (the “Subsequent Closing Termination Date”). In the event the Subsequent Closing is not held on or before the Subsequent Closing Termination Date, the Company shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective Purchaser.

Subsequent Closing. On The purchase and sale of an aggregate of the remaining Shares shall take place at a subsequent closing or closings to be held at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.L.L.P., as set forth above on either of the following dates: (a) five business days from the date that the Company receives notice from any Investor that such Investor elects to purchase such number of Shares as is set forth opposite such Investor's name on Exhibit A under the "Subsequent Closing" provided that such closing occurs on or prior to February 23, 1998; or (b) five business days from the date that the Investors receive notice from the Company that the Board of Directors of the Company has voted to consummate the Subsequent Closing Date(as defined below), upon the terms provided, however, that such closing occurs on or prior to February 23, 1998; or (c) such other time and subject to the conditions set forth herein, place as the Company agrees to sell and Investors shall mutually agree in writing (which time and place are designated as the Purchaser agrees to purchase Mergeco Shares for $2,001,126.67 as determined pursuant to Section 2.5(a) (such purchase and sale being the “"Subsequent Closing”"). Each Purchaser shall deliver to At the Company such Purchaser’s Shares Subscription AmountSubsequent Closing, and the Company shall deliver to each Purchaser its Mergeco an Investor a certificate representing the Shares which such Investor is purchasing at such Subsequent Closing (as determined pursuant to Section 2.5(a). The Company and Purchaser shall deliver the other items set forth on Exhibit A hereto) against delivery to the Company by such Investor of a check or wire transfer in Section 2.5 deliverable at the Subsequent Closing. Upon satisfaction amount of the covenants and conditions set forth in Sections 2.5 and 2.6, the Subsequent Closing shall occur at the offices of Purchaser Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein purchase price therefor payable to the contraryCompany's order. If, by the Subsequent Closing must take place close of business on or before sixty-five (65) days after the Note Closing Date (the “Subsequent Closing Termination Date”). In the event the Subsequent Closing is February 23, 1998, an Investor has not held on or before the Subsequent Closing Termination Date, provided notice to the Company of its intent to purchase additional shares and the Company has not given the Investors notice that the Board of Directors has voted to consummate the transaction, then the obligation of the Company to sell shares to such Investor and the obligation of such Investor to purchase the shares shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective Purchaserterminated.

Subsequent Closing. On or before the Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell sell, and the Purchaser agrees to purchase Mergeco Shares for $2,001,126.67 purchase, the Amended and Restated Notes. Simultaneously with the issuance of the Amended and Restated Notes, the Initial Note shall be cancelled. On the Subsequent Closing Date, the Company shall deliver to the Purchaser its Amended and Restated Notes and Subsequent Warrant, as determined pursuant to Section 2.5(a) (such purchase and sale being the “Subsequent Closing”2.4(b)(i). Each Purchaser shall deliver to the Company such Purchaser’s Shares Subscription Amount, and the Company shall deliver to each Purchaser its Mergeco Shares as determined pursuant to Section 2.5(a). The Company and the Purchaser shall deliver the other items set forth in Section 2.5 2.4(b) deliverable at on the Subsequent ClosingClosing Date. If the initial Purchaser has assigned all or a portion of the $1,000,000, the additional Purchasers shall execute the Purchaser’s signature page to this Agreement and complete and execute Exhibit F to this Agreement. Upon receipt of the original manually signed Amended and Restated Notes and Subsequent, the Purchaser shall cause his attorneys to wire transfer $800,000 to the Company that day or if the wire deadline has passed the next business day. Upon satisfaction of the covenants and conditions set forth in Sections 2.5 2.4 and 2.62.5, the Subsequent Closing shall occur at the offices of Purchaser Counsel Ruskin Moscou Faltischek, P.C., 1425 RXR Plaza, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contraryProvided, however, that if the Subsequent Closing must Date does not take place on or before sixty-five (65) days after the Note Closing Date (the “Subsequent Closing Termination Date”). In the event the Subsequent Closing is not held on or before the Subsequent Closing Termination Dateprior to February 27, 2015, neither the Company nor the Purchaser shall cause all subscription documents have any further obligations or liability with respect to this Agreement, and funds, if any, to be returned, without interest or deduction to each prospective Purchaserthe Initial Note shall remain outstanding as an unsecured obligation of the Company in accordance with its terms.

Subsequent Closing. On Following the Subsequent Closing Datebut prior to August 30, 2017, upon the terms satisfaction of Section 10.3 and subject to the conditions set forth hereinfollowing conditions, or in the case of the condition in Section 13.4(c), a waiver of such condition by Fund G, the Company agrees Partnership shall issue the Reserved Units in book-entry form to sell and the Purchaser agrees to purchase Mergeco Shares for $2,001,126.67 as determined pursuant to Section 2.5(a) Fund G (such purchase and sale being the “Subsequent Closing”). Each Purchaser , which Reserved Units for the avoidance of doubt shall deliver have no rights to distributions or voting or any other ownership rights prior to the Company such Purchaser’s Shares Subscription Amount, and issuance on the Company date of the Subsequent Closing: (a) LD 12 shall deliver have received an Easement related to each Purchaser its Mergeco Shares as determined pursuant to Section 2.5(a). The Company of the Sunset Assets; (b) the Partnership shall have paid all consideration required under the Sunset Purchase Agreements and Purchaser shall deliver closed on the other items respective transactions under the Sunset Purchase Agreements; and (c) the representations and warranties of Fund G set forth in Section 2.5 deliverable at 3.18 and the Subsequent Closing. Upon satisfaction of the covenants and conditions Partnership set forth in Sections 2.5 Article 4 of this Agreement shall be true and 2.6correct in all material respects (it being understood that, for purposes of determining the accuracy of such representations and warranties, all qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded) as of the Subsequent Closing with the same force and effect and as though made as of the Subsequent Closing (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). For the avoidance of doubt, if the conditions subsequent set forth in this Section 13.4 have not been met, or waived as applicable, and the Subsequent Closing shall occur at the offices of Purchaser Counsel not have occurred, by August 30, 2017, then neither Party shall have any further rights or such other location as the parties shall mutually agree. Notwithstanding anything herein obligations under this Section 13.4 or to the contraryReserved Units; provided, however, OpCo or LD 12 shall retain the Subsequent Closing must take place on or before sixty-five (65) days after the Note Closing Date (the “Subsequent Closing Termination Date”). In the event the Subsequent Closing is not held on or before the Subsequent Closing Termination Date, the Company shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective PurchaserSunset Assets.

Subsequent Closing. The closing of the sale and purchase of the Subsequent Purchased Shares (the "SUBSEQUENT CLOSING") pursuant to Section 2.2(b)(i) shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, at 10:00 a.m., local time, on the second Business Day following the date upon which the conditions set forth in Articles V and VI shall be satisfied or waived in accordance with this Agreement, or at such other time, place and date that the Company and the Purchaser may agree in writing. The Subsequent Closing pursuant to Section 2.2(b)(ii) shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, at 10:00 a.m., local time, on the tenth Business Day following the date the purchase price per share is finally determined, PROVIDED THAT if the conditions set forth in Articles V (other than Section 5.14) and VI shall not have be satisfied or waived in accordance with this Agreement as of such date, the Subsequent Closing shall take place the second Business Day following the date upon which the conditions set forth in Articles V (other than Section 5.14) and VI shall be satisfied or waived in accordance with this Agreement, or at such other time, place and date that the Company and the Purchaser may agree in writing. The "SUBSEQUENT CLOSING DATE" shall be the date the Subsequent Closing occurs. On the Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell and the Purchaser agrees to purchase Mergeco Shares for $2,001,126.67 as determined pursuant to Section 2.5(a) (such purchase and sale being the “Subsequent Closing”). Each Purchaser shall deliver to the Company such Purchaser’s Shares Subscription Amount, and the Company shall deliver to each the Purchaser its Mergeco Shares as determined pursuant to Section 2.5(a). The Company a certificate or certificates in definitive form and Purchaser shall deliver registered in the other items set forth in Section 2.5 deliverable at name of the Purchaser, representing the Subsequent Closing. Upon satisfaction Purchased Shares, against delivery by the Purchaser to the Company of the covenants and conditions set forth aggregate purchase price therefor by wire transfer in Sections 2.5 and 2.6, immediately available funds or certified or clearinghouse check representing the Subsequent Closing shall occur at cash portion of the offices of Purchaser Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Subsequent Closing must take place on or before sixty-five (65) days after the Note Closing Date (the “Subsequent Closing Termination Date”). In the event the Subsequent Closing is not held on or before the Subsequent Closing Termination Date, the Company shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective Purchaserpurchase price.