Missouri Uses in Closing Clause

Closing from Disclosure Schedule

This AGREEMENT AND PLAN OF MERGER, dated as of July 26, 2016 (this Agreement), is entered into by and among Document Technologies, LLC, a Georgia limited liability company (Parent), DTI Merger Sub, Inc., a Missouri corporation and a wholly owned Subsidiary of Parent (Purchaser), and Epiq Systems, Inc., a Missouri corporation (the Company). Defined terms used herein have the meanings set forth in Section 8.14.

Closing. The closing of the Merger (the Closing) shall take place at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654 at 10:00 a.m. (local time), on the date that is three (3) Business Days following the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions), or such other date, time or place as agreed to in writing by the parties hereto; provided, however, that in no event shall Parent and Purchaser be obligated to consummate the Closing if the Marketing Period has not ended prior to the time that the Closing would otherwise have occurred, in which case the Closing shall not occur until the earlier to occur of (i) a date before or during the Marketing Period specified by Parent on three (3) Business Days prior written notice to the Company and (ii) the third (3rd) Business Day immediately following the final day of the Marketing Period, subject to, in each case, the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions). The date on which the Closing occurs being referred to herein as the Closing Date.

Closing from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated December 15, 2014 (this Agreement), among Marquette Financial Companies, a Minnesota corporation (the Company), the persons listed on Schedule A (each, a Shareholder, and together with the Company, Sellers), UMB Financial Corporation, a Missouri corporation (Purchaser), and Lakes Merger Sub LLC, a Missouri limited liability company and wholly-owned subsidiary of Purchaser (Merger Sub).

Closing. The closing of the Merger (the Closing) will take place at the offices of Sullivan & Cromwell LLP in New York City at 10:00 a.m., New York City time, on the next Business Day following (x) the expiration of all applicable waiting periods associated with the Requisite Regulatory Approvals and (y) the satisfaction or waiver of the conditions set forth in ARTICLE VIII, 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 (the Closing Date); provided, however, that if the Closing Date specified by the preceding provisions of this Section 2.02 would occur in any Quarter End Month (or within nine (9) days after the last day of any Quarter End Month), then the Closing Date shall, instead, be a date designated by Purchaser that is no later than ten (10) days after the last day of such Quarter End Month. The term Quarter End Month refers to any of the following months: March, June, September or December. A different Closing Date may be agreed upon by the parties in writing.

Closing from Securities Purchase Agreement

THIS SECURITIES PURCHASE AGREEMENT is entered into as of this 14th day of March, 2014, by and between ESCO Technologies Holding LLC, a Delaware limited liability company ("Parent"), and Meter Readings Holding, LLC, a Delaware limited liability company (the "Buyer"). Capitalized terms are defined in Article I.

Closing. a) . The Closing shall take place at 9:00 a.m. U.S. Central Time on the Closing Date at the offices of Bryan Cave LLP, in St. Louis, Missouri on the fourth Business Day following the satisfaction or waiver, if permissible, of the conditions set forth in Article VII and Article VIII (other than conditions which by their nature are to be satisfied or waived at the Closing and are expected to be satisfied at the Closing) (such date, the "Closing Date"), unless another date or place is agreed to in writing by Parent and the Buyer. At Closing, Parent shall deliver or cause to be delivered to the Buyer the documents identified in Section 7.4, and the Buyer shall (a) deposit with the Employee Escrow Agent an amount equal to the Employee Escrow Amount into a segregated account (the "Employee Escrow Account") and (b) deliver to Parent (i) by wire transfer of immediately available funds, in accordance with the wire transfer instructions set forth on Disclosure Schedule 2.3, the Closing Payment and (ii) the documents identified in Section 8.4. All proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. The effective time of the Closing shall be at 11:59 p.m. U.S. Central Time on the Closing Date (the "Effective Time"). The Parties intend that the pre-Closing and Closing shall be effected, to the extent practicable, by conference call, the electronic delivery of documents and the prior physical exchange of certificates and certain other documents and instruments to be held in escrow by outside counsel to the recipient Party pending authorization by the delivering Party (or their outside counsel) of their release at Closing. If any Consent required to be obtained by Parent in connection with the consummation of the transactions contemplated hereby is not obtained as of the Closing Date, Parent agrees to reasonably cooperate with the Buyer to obtain such Consents within a reasonable time post-Closing.

Closing from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 21st day of January, 2014 by and among LCP OREGON HOLDINGS, LLC, a Delaware limited liability company ("Seller"), and ARC TERMINALS HOLDINGS LLC, a Delaware limited liability company ("Buyer"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Willbridge Facility PSA (as defined below).

Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place immediately after the Willbridge Facility Closing. The day on which the Closing occurs is referred to herein as the "Closing Date." The Closing shall take place at the offices of Husch Blackwell LLP in Kansas City, Missouri, or at such other place as the parties agree.

Closing from Purchase and Assumption Agreement

THIS PURCHASE AND ASSUMPTION AGREEMENT (this Agreement), dated as of July 11, 2013, is made by and among Republic Bank & Trust Company, a Kentucky bank and trust company with its main office located in Louisville, Kentucky (Republic), H&R Block Bank, a federal savings bank with its main office located in Kansas City, Missouri (HRB Bank), and Block Financial LLC, a Delaware limited liability company and the sole shareholder of HRB Bank (Block Financial).

Closing. Unless this Agreement shall have been terminated in accordance with Article IX, the closing of the transactions contemplated by this Agreement (the Closing) shall take place (a) if the requisite approvals of the Approving Authorities (but not necessarily to the expiration of any waiting periods imposed in connection with such approvals) and the other conditions set forth in Article VIII are satisfied or waived, on or before September 30, 2013, then on a date mutually agreed upon by HRB Bank and Republic which will not be later than November 15, 2013, and (b) if the requisite approvals of the Approving Authorities and the other conditions set forth in Article VIII are not satisfied or waived on or before September 30, 2013, but are satisfied or waived on or before March 31, 2014, then on a date mutually agreed upon by HRB Bank and Republic between April 30, 2014 and June 17, 2014, and absent mutual agreement then on June 18, 2014 (the Closing Date). The P&A Transaction, and all calculations made in connection therewith, shall be effective as of the close of HRB Banks banking business on the Closing Date. The Closing will take place, subject to the satisfaction or waiver of all conditions set forth in Article VIII, at the offices of Stinson Morrison Hecker LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106.

Closing from Purchase and Assumption Agreement

THIS PURCHASE AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of July 11, 2013, is made by and among Republic Bank & Trust Company, a Kentucky bank and trust company with its main office located in Louisville, Kentucky ("Republic"), H&R Block Bank, a federal savings bank with its main office located in Kansas City, Missouri ("HRB Bank"), and Block Financial LLC, a Delaware limited liability company and the sole shareholder of HRB Bank ("Block Financial").

Closing. Unless this Agreement shall have been terminated in accordance with Article IX, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place (a) if the requisite approvals of the Approving Authorities (but not necessarily to the expiration of any waiting periods imposed in connection with such approvals) and the other conditions set forth in Article VIII are satisfied or waived, on or before September 30, 2013, then on a date mutually agreed upon by HRB Bank and Republic which will not be later than November 15, 2013, and (b) if the requisite approvals of the Approving Authorities and the other conditions set forth in Article VIII are not satisfied or waived on or before September 30, 2013, but are satisfied or waived on or before March 31, 2014, then on a date mutually agreed upon by HRB Bank and Republic between April 30, 2014 and June 17, 2014, and absent mutual agreement then on June 18, 2014 (the "Closing Date"). The P&A Transaction, and all calculations made in connection therewith, shall be effective as of the close of HRB Bank's banking business on the Closing Date. The Closing will take place, subject to the satisfaction or waiver of all conditions set forth in Article VIII, at the offices of Stinson Morrison Hecker LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106.

Closing from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 15, 2013 among COMMERCE BANCSHARES, INC., a Missouri corporation ("Commerce"), CBI-KANSAS, INC., a Kansas corporation ("Sub"), and SUMMIT BANCSHARES INC., an Oklahoma corporation ("Company").

Closing. The closing of the Merger (the "Closing") will take place at 10 a.m., Kansas City time, on a day occurring not less than two (2) and not more than four (4) Business Days before the Effective Time and not later than thirty (30) days after the date on which the last of any condition precedent contained herein is waived or fulfilled, as specified in a notice delivered by Commerce to Company not less than three (3) Business Days prior to such Closing Date or on such other date as Company, Commerce and Sub shall mutually agree (the "Closing Date"). The Closing shall be held at the offices of Commerce Bank, 1000 Walnut, Kansas City, Missouri or at such other location as is agreed to in writing by the parties hereto. As used in this Agreement, "Business Day" shall mean any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in Missouri.

Closing from Purchase Agreement

THIS PURCHASE AGREEMENT (this Contract) is made and entered into as of the Effective Date (as hereinafter defined) by and between ST. LOUIS SURGICAL PROPERTIES, LC, a Missouri limited liability company (Seller), whose principal place of business is located at 760 Office Parkway, Creve, Coeur, Missouri 63141, and CARTER VALIDUS PROPERTIES, LLC, a Delaware limited liability company (Purchaser), whose principal place of business is located at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607. The Effective Date shall be the date the last party to this Contract (including Title Company) signs this Contract.

Closing. Subject to satisfaction or waiver of the Conditions Precedent to Closing set forth in Section 9.05 of this Contract, the purchase and sale of the Property (the Closing) will be held through escrow at the offices of the Title Company or, at Purchasers option, as a mail-away closing and will occur at 11:00 a.m. St. Louis, Missouri on the earlier of the date which is: (i) thirty (30) days following the expiration of the Review Period; or (ii) February 28, 2012; or (iii) such other date or time as the parties mutually approve (the Closing Date).

Closing from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (including the exhibits and disclosure schedules attached hereto, this Agreement), dated as of November 29, 2010, by and among ABB Ltd, a corporation organized under the Laws of Switzerland (Parent), Brock Acquisition Corporation, a Missouri corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Baldor Electric Company, a Missouri corporation (the Company). Each of Parent, Merger Sub and the Company are referred to herein as a Party and together as Parties.

Closing. Upon the terms and subject to satisfaction or waiver of the conditions of this Agreement, the closing of the Merger (the Closing) shall take place on a day that is a Business Day (a) at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York, at 10:00 a.m., New York City time, no later than the second Business Day following the satisfaction of the conditions set forth in Article VIII (other than (i) those conditions that are waived in accordance with the terms of this Agreement by the Party or Parties for whose benefit such conditions exist and (ii) any such conditions which, by their terms, are not capable of being satisfied until the Closing but subject to the satisfaction thereof at Closing) or (b) at such other place, time and/or date as the Parties may otherwise agree. The date upon which the Closing actually occurs is referred to herein as the Closing Date.

Closing from Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT (this Agreement) dated as of February 27, 2008, by and among (i) AGORA-X, LLC, a Delaware Limited Liability Company (the Company), (ii) The NASDAQ Stock Market, Inc. (or its successor) (the Purchaser) and (iii) FCStone Group, Inc. (the Founder). Certain capitalized terms used in this Agreement have the meanings specified in Exhibit A attached hereto.

Closing. The sale and purchase of the Preferred Units under this Agreement shall take place at one or more closings (each a Closing). The first Closing, for 13,334 Preferred Units, shall take place at the offices of Founder in Kansas City, Missouri beginning at 10:00 a.m. on March 3, 2008, and continuing until completed, or at such other time, date and place as are mutually agreeable to the Company and to the Purchaser (the First Closing). The second Closing, for 6,666 Preferred Units, shall take place within 10 days after: (i) the Company and the Founder receive binding agreements from at least three Participant Investors, with such Participant Investors being reasonably acceptable to the Company, the Founder, and the Purchaser; and (ii) the Company shall have entered into an agreement with an established central clearing provider to centrally clear energy contracts on the Companys Trading Platform (the Final Closing). The Final Closing shall take place at such time, on such date, and at such place, as the Company and the Purchaser acquiring Preferred Units at such Closing may agree. In the event that the Company requires additional funding after the First Closing Date, the Company may notify the Purchaser that it wishes to advance the date for the Final Closing to a date ten (10) days after the date of such notice. Unless the Purchaser waives the applicable conditions and proceeds to close on such advanced date with respect to the Preferred Units specified in such notice, the sale of such Preferred Units shall be treated as a sale of an Additional Investment in accordance with Section 1.4 rather than being an obligatory sale in accordance with Section 1.2 and the Company shall have the right to sell Series A Preferred Units to any other purchaser as required to meet its funding needs. The date of completion of each Closing is referred to herein as a Closing Date. No Closing shall be held after December 31, 2008. In the event that the conditions for the Final Closing have not been satisfied prior to December 31, 2008, the Purchaser shall have no obligation to purchase any Preferred Units contemplated to be purchased at the Final Closing.