Common use of The Closing Clause in Contracts

The Closing. (a) The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

The Closing. (a) The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.Effective

The Closing. (a) The closing Subject to the terms and conditions of this Amended Agreement (the “Closing”) of including Section 2.05(b)), the sale and purchase of the Battery Companies Equity Interests and the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities (all as contemplated hereby, the “Closing”) shall take place by electronic exchange of documents, (i) on the first (1st) Business Day of the month following the later of (A) the third (3rd) Business Day following satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions to the obligations of the parties set forth in Article IX (other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the written waiver (to the extent permitted by applicable Law) of the party entitled to the benefit thereof or fulfillment of those conditions) and (B) the date that is five three (53) Business Days after following the receipt by the Purchaser of the Additional Financial Statements (subject, in the case of this clause (B), to the satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions set forth in Article IX as of the date determined pursuant to this Section 2.05(a) (other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by Applicable applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject party entitled to the satisfaction or waiver benefit thereof of those conditions to Closing at such timeconditions)) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, or (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time and date or at such other place as Seller and Purchaser may mutually agree upon in writing (the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date day on which the Closing occurs is referred to in this Agreement as takes place being the “Closing Date.” ”). For all purposes under this Agreement the sake of clarity, the transfer of the Battery Companies Equity Interests and each Closing Document, (i) all matters at the Closing Transferred Assets and any applicable Other PSA Closing (to the extent occurring on the same date) Assumed Liabilities will be considered deemed to take place simultaneously and be effective in each jurisdiction at 12:01 A.M. local time (ii) in the case of the United States, local time being New York time), on the day of the Closing shall be deemed effective as Date (x) where the principal office or facilities of such Battery Company is located or (y) in the Effective Time. For the avoidance case of doubtTransferred Assets or Assumed Liabilities, the purchase and sale of where the Transferred Assets hereunder shall occur in a single Closing onlyAsset or Assumed Liability resides, exists or arises.

The Closing. (a) The closing Subject to the terms and conditions of this Agreement (the “Closing”) of including Section 2.05(b)), the sale and purchase of the Battery Companies Equity Interests and the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities (all as contemplated hereby, the “Closing”) shall take place by electronic exchange of documents, (i) on the date that is five later of (5A) the third (3rd) Business Days after Day following satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions to the obligations of the parties set forth in Article IX (other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the written waiver (to the extent permitted by applicable Law) of the party entitled to the benefit thereof or fulfillment of those conditions) and (B) the earlier of (I) a date during the Marketing Period to be specified by Purchaser on no fewer than three (3) Business Days’ notice to Seller, and (II) the third (3rd) Business Day immediately following the final day of the Marketing Period (subject, in the case of each of subclauses (I) and (II) of this clause (B), to the satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions set forth in Article IX as of the date determined pursuant to this Section 2.05(a) (other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by Applicable applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject party entitled to the satisfaction or waiver benefit thereof of those conditions to Closing at such timeconditions)) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, or (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time and date or at such other place as Seller and Purchaser may mutually agree upon in writing (the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date day on which the Closing occurs is referred to in this Agreement as takes place being the “Closing Date.” ”). For all purposes under this Agreement the sake of clarity, the transfer of the Battery Companies Equity Interests and each Closing Document, (i) all matters at the Closing Transferred Assets and any applicable Other PSA Closing (to the extent occurring on the same date) Assumed Liabilities will be considered deemed to take place simultaneously and be effective in each jurisdiction at 12:01 A.M. local time (ii) in the case of the United States, local time being New York time), on the day of the Closing shall be deemed effective as Date (x) where the principal office or facilities of such Battery Company is located or (y) in the Effective Time. For the avoidance case of doubtTransferred Assets or Assumed Liabilities, the purchase and sale of where the Transferred Assets hereunder shall occur in a single Closing onlyAsset or Assumed Liability resides, exists or arises.

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of the sale Fenwick & West LLP, Mountain View, California, on a date and purchase of the Transferred Assets at a time to be agreed upon by Parent, Acquisition Sub and the assumption by Company, which date shall be no later than the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) fifth Business Days Day after the satisfaction or written waiver (of the last to the extent permitted by Applicable Law) be satisfied of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAswaiver, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent if permitted by Applicable applicable Law) of such conditions), or at such other location, date and time as Parent, Acquisition Sub and the Company shall mutually agree upon in writing; provided that if the Marketing Period has not ended at the time of the satisfaction of the last to be satisfied of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that that, by their nature nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver waiver, if permitted by applicable Law) of those conditions conditions), the Closing shall not occur until the earlier to Closing occur of (a) a date during the Marketing Period specified by Parent on three Business Days’ written notice to the Company (it being understood that such date may be conditioned upon the simultaneous completion of the Financing and, if the Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (b) the second Business Day following the final day of the Marketing Period or, if the final day of the Marketing Period is within two Business Days prior to the Termination Date, then on the Termination Date (subject in respect each case to the satisfaction (or waiver, if permitted by applicable Law) of Transferred Assets (under this Agreement and all of the Other PSAs) having an Allocated Asset Value of at least $250,000,000 conditions set forth in the aggregate under this Agreement and the Other PSAs, in the event Article VII for the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect as of the Transferred Assets date determined pursuant to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectivelyproviso). The date on upon which the Closing occurs shall actually occur pursuant hereto is referred to in this Agreement herein as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.”

The Closing. (a) The closing Subject to the terms and conditions of this Agreement (the “Closing”) of including Section 2.05(a)), the sale and purchase of the Auto Care Companies Equity Interests and the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities (all as contemplated hereby, the “Closing”) shall take place by electronic exchange of documents, (i) on the date that is five later of (5A) the third (3rd) Business Days after Day following the satisfaction or waiver in writing (to the extent permitted by applicable Law) of all of the conditions set forth in Article IX (in each case by the applicable party entitled to the benefit thereof, and other than any such conditions that, by their nature, are to be satisfied only at the Closing, but subject to the written waiver (to the extent permitted by applicable Law) of the party entitled to the benefit thereof or fulfillment of those conditions) and (B) the earlier of (I) a date during the Marketing Period to be specified by Purchaser on no fewer than three (3) Business Days’ notice to Seller, and (II) the third (3rd) Business Day immediately following the final day of the Marketing Period (subject, in the case of each of subclauses (I) and (II) of this clause (B), to the satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions set forth in Article IX as of the date determined pursuant to this Section 2.05(a) (other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by Applicable applicable Law) of the conditions party entitled to the benefit thereof of those conditions)) or (ii) at such other time and date or at such other place as Seller and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”). Notwithstanding the foregoing, if the condition set forth in the first paragraph of Section 2 of the commitment letter included in the Debt Financing Commitment (or any similar provision in the definitive documentation for any Permanent Financing or alternative financing) has not been satisfied or waived in accordance with its terms on or before the date when the Closing would otherwise be required to take place in accordance with the terms of the preceding sentence, the Closing shall occur on the date that is the tenth (10th) Business Day following the date the Closing was to have occurred in accordance with the preceding sentence; provided, that that the Purchaser may, on no fewer than five (5) Business Days’ notice to Seller, elect to cause the Closing to instead occur on a date that is the earlier of (I) a date specified by Purchaser on three (3) Business Days written notice (which written notice may be provided at any time prior to July 12, 2019) and (II) July 15, 2019 (subject, in the case of any Closing Date determined pursuant to this sentence, to the satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions set forth in Article IX as of the date determined pursuant to this Section 5.1 and Section 5.2 2.05(a) (other than those conditions to Closing that that, by their nature nature, are to be satisfied only at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject party entitled to the satisfaction or waiver benefit thereof of those conditions conditions)). For the sake of clarity, the transfer of the Auto Care Companies Equity Interests and the Transferred Assets and Assumed Liabilities will be deemed to take place and be effective in each jurisdiction at 12:01 A.M. local time (in the case of the United States, local time being New York time), on the day of the Closing at Date (x) where the principal office or facilities of such timeAuto Care Company is located or (y) in respect the case of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAsor Assumed Liabilities, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of where the Transferred Assets to be purchased and sold hereunderAsset or Assumed Liability resides, exists or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Datearises.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

The Closing. (a) The consummation of the Merger will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m. at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, located at 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 (or remotely via the sale and purchase electronic exchange of the Transferred Assets documents), on a date to be agreed upon by Parent, Merger Sub and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date Company that is five (5) no later than the second Business Days Day after the satisfaction or written waiver (to the extent permitted by Applicable Lawunder this Agreement) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions (to Closing at such time) in respect of Transferred Assets (the extent permitted under this Agreement Agreement) of such conditions); or (b) such other time, location and date as Parent, Merger Sub and the Other PSAs) having an Allocated Asset Value Company mutually agree in writing. Notwithstanding the foregoing, if the Marketing Period has not ended at the time of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Lawunder this Agreement) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that by their nature terms are to be satisfied at the Closing), then the Closing will occur on the earlier of (i) any Business Day during the Marketing Period specified by Parent to the Company on no less than on two Business Days’ prior written notice to the Company; and (ii) the second Business Day after the final day of the Marketing Period (subject, in the case of each of (i) and (ii), to the satisfaction or waiver (to the extent permitted under this Agreement) of all of the conditions set forth in Article VII, other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions (to Closing at such time) in respect of Transferred Assets (the extent permitted under this Agreement and Agreement) of such conditions), except that if any of the Other PSAs) having an Allocated Asset Value of at least $250,000,000 conditions set forth in Article VII are not satisfied or waived (to the aggregate extent permitted under this Agreement and the Other PSAsAgreement) on any such second Business Day, in the event then the Closing hereunder will occur take place on the first Business Day on which all such conditions have been satisfied or waived (A) simultaneously with any Serial Closing under to the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate extent permitted under this Agreement and the Other PSAs, collectivelyAgreement). The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.”

The Closing. (a) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of the sale Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, One Market Street, Spear Tower, Suite 3300, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000, on a date and purchase of the Transferred Assets at a time to be agreed upon by Parent, Merger Sub and the assumption by Company, which date shall be no later than the Buyer of the Assumed Liabilities shall take place second (i) on the date that is five (52nd) Business Days Day after the satisfaction or written waiver (to the extent permitted by Applicable Lawhereunder) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that by their nature terms are only capable of being satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder), of such conditions) or at such other location, date and time as Parent, Merger Sub and the Company shall mutually agree upon in writing; provided that, notwithstanding the satisfaction or waiver of all of the conditions set forth in Article VII (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted hereunder) of those conditions at the Closing), if the Marketing Period has not ended on such date, the Closing shall not be required to occur until the earlier of (a) any Business Day during the Marketing Period specified by Applicable LawParent on no less than three (3) Business Days’ prior notice to the Company and (b) two (2) Business Days after the final day of the Marketing Period, but subject, in the case of each of clauses (a) and (b), to the continued satisfaction or written waiver (where permissible) of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that that, by their nature nature, are to be only capable of being satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement the Closing), unless Parent, Merger Sub and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement Company shall mutually agree upon another location, date and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on upon which the Closing occurs shall actually occur pursuant hereto is referred to in this Agreement herein as the “Closing Date”.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

The Closing. (ai) The closing of the transactions contemplated by this Agreement (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) at the offices of Xxxxxxxxx & Xxxxxxx LLP, One City Center, 000 Xxxxx Xxxxxx, XX, Xxxxxxxxxx, X.X. 00000, on the date that is five (5) fifth Business Days after Day following the satisfaction or written waiver (to day on which the extent permitted by Applicable Law) last of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VI has been satisfied or waived (other than those conditions to Closing that by their nature terms are to be satisfied or waived at the ClosingClosing itself, but subject to the satisfaction or waiver at the Closing of those conditions to Closing such conditions), or at such other time) in respect of Transferred Assets , date and location as Purchaser and Seller agree (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted including by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectivelyelectronic means). The date on which the Closing occurs is referred to in this Agreement herein as the “Closing Date.” For all purposes under this Agreement Notwithstanding the immediately preceding sentence, if the Marketing Period and each the Bank Marketing Period have not ended at the time of the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article VI, then the Closing Document, shall occur instead on the fifth Business Day following the satisfaction or waiver of such conditions (i) all matters other than those conditions that by their terms are to be satisfied or waived at the Closing and any applicable Other PSA Closing (itself, but subject to the extent occurring satisfaction or waiver at the Closing of such conditions) after the earliest to occur of (A) any Business Day before or during the Marketing Period or the Bank Marketing Period as may be specified by Purchaser on no fewer than five Business Days’ prior notice to the same dateCompany, (B) will be considered to take place simultaneously the final day of the Marketing Period or the Bank Marketing Period (whichever is later) and (iiC) the Closing shall be deemed effective on such other date and at such other place as of the Effective Time. For the avoidance of doubt, the purchase agreed to by Purchaser and sale of the Transferred Assets hereunder shall occur in a single Closing onlySeller.

The Closing. (a) The consummation of the Merger will take place at a closing (the “Closing”) to occur at (a) 10:00 a.m., Eastern time, at the offices of the sale and purchase of the Transferred Assets Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000, on a date to be agreed upon by Parent, Merger Sub and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date Company that is five (5) no later than the third Business Days Day after the satisfaction or written waiver (to the extent permitted by Applicable Lawhereunder) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of those conditions to Closing at such conditions); or (b) such other time) in respect of Transferred Assets (under this Agreement , location and date as Parent, Merger Sub and the Other PSAs) having an Allocated Asset Value Company mutually agree in writing. Notwithstanding the foregoing, if the Marketing Period has not ended at the time of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Lawhereunder) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 Article VII (other than those conditions to Closing that by their nature terms are to be satisfied at the Closing), then the Closing will occur on the earlier of (i) any Business Day during the Marketing Period specified by Parent to the Company on no less than on two Business Days’ prior written notice to the Company; and (ii) the third Business Day after the final day of the Marketing Period (as may be extended pursuant to the definition of Marketing Period) (subject, in the case of each of (i) and (ii), to the satisfaction or waiver (to the extent permitted hereunder) of all of the conditions set forth in Article VII, other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of those such conditions), except that if any of the conditions set forth in Article VII are not satisfied or waived (to Closing at the extent permitted hereunder) on any such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAsthird Business Day, in the event then the Closing hereunder will occur take place on the first Business Day on which all such conditions have been satisfied or waived (A) simultaneously with any Serial Closing under to the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold extent permitted hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively). The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.”

The Closing. The Closing shall take place at the offices of Xxxxx Xxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, commencing at 10:00 a.m. local time on the later of (x) the fifth Business Day after 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) have been satisfied or waived and (y) [***], or such other date as Buyer and the Sellers’ Representative may mutually determine (the “Closing Date”). Notwithstanding the immediately preceding sentence, if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions to the obligations of the parties set forth in Article VII and Article VIII (other than conditions with respect to actions the respective parties will take at the Closing itself), then the Closing shall occur instead on the fifth (5th) Business Day following the satisfaction or waiver of such conditions after the earliest to occur of (a) The closing any Business Day before or during the Marketing Period as may be specified by Buyer on no fewer than five (5) Business Days’ prior notice to the “Closing”Company, (b) the final day of the sale Marketing Period, and purchase of the Transferred Assets (c) on such other date and the assumption at such other place as agreed to by the Buyer and the Company. The Closing shall be deemed to have occurred at 11:59 p.m. Eastern time on the Closing Date. For purposes of this Agreement, “Marketing Period” shall mean a period not to exceed [***] after Buyer shall have received the Assumed Liabilities Required Financial Information that the Company is required to provide to Buyer at such time; provided [***]. If the Company shall take place in good faith reasonably believe that it has delivered the Required Financial Information to Buyer, the Company may deliver to Buyer written notice to that effect (i) stating when the Company believes it has completed such delivery), in which case the Company shall be deemed to have delivered such Required Financial Information on the date of such notice or such later date specified in such notice (and the Marketing Period shall be deemed to have commenced on the date that is five (5) Business Days [***] after the satisfaction date of such notice or written waiver such later date specified in such notice), unless (x) the Company has not completed delivery of such Required Financial Information and (y) within [***] after its receipt of such notice from the Company, the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject omitted portions. Buyer delivers a written notice to the satisfaction or waiver of those conditions Company to Closing at such time) in respect of Transferred Assets that effect (under this Agreement and stating which Required Financial Information the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing DateCompany has not been delivered).” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

The Closing. (a) The closing (On the “Closing”) of the sale terms and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver conditions of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubtAgreement, the purchase and sale of the Transferred Assets hereunder Purchased Units provided for in this Agreement, and consummation of the other transactions contemplated herein (the “Closing”), shall occur take place at (i) 10:00 a.m. (Eastern Time) on the first Business Day following the satisfaction or waiver of all of the conditions to the obligations of the parties set forth in Section 6 as provided therein (excluding conditions that, by their terms, cannot be satisfied until Closing, but Closing shall be subject to the satisfaction or, if permissible, waiver of those conditions); provided, however, that if such Business Day would be after the 15th day of a single calendar month, the Closing onlyshall take place on the last day of such calendar month (or if such day is not a Business Day, the Business Day immediately following the last day of such calendar month) or (ii) a time and on a date mutually agreed upon in writing by the parties hereto, subject, in each case, to the satisfaction or waiver of all of the conditions to the obligations of the parties set forth in Section 6 as provided therein (excluding conditions that, by their terms, cannot be satisfied until Closing, but Closing shall be subject to the satisfaction or, if permissible, waiver of those conditions) (the date on which Closing occurs, the “Closing Date”). The Closing shall be effective as of 11:59 p.m. (Eastern Time) on the Closing Date and shall take place at the offices of Xxxxxxxxx Xxxxxxx, located at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000. By agreement of the parties the Closing may take place by delivery of the documents to be delivered at Closing by facsimile or other electronic transmission. All deliveries by one party to any other party at Closing shall be deemed to have occurred simultaneously and none shall be effective until and unless all have occurred. Subject to the provisions of Section 8, failure to consummate the purchase and sale of the Purchased Units and the other transactions contemplated hereby on the date and time and at the place determined pursuant to this Section 2(f) will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

The Closing. (a) The On and subject to the terms and conditions set forth herein, the closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities and the other Contemplated Transactions (the “Closing”) shall take place (i) be held at the offices of the Company, 0000 Xxxx XXXX Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx 00000, at 11:00 A.M., Florida time, subject to Section 12.1, on the date that is five third (53rd) Business Days Day after the applicable conditions set forth in Section 8.1 and Section 9.1 (the “Closing Conditions”) are satisfied or otherwise waived (to the extent permitted hereunder) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver of such conditions) or such other time, date and place as may be mutually approved by the parties; provided that if the Marketing Period has not ended at the time of the satisfaction or waiver (to the extent permitted hereunder or by Applicable applicable Law) of the conditions to Closing in accordance with Section 5.1 and Section 5.2 Conditions (other than those conditions to Closing that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs), in the event the Closing hereunder will shall occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is earlier of (a) a Business Day before or during the Marketing Period specified by the Buyer in writing on no fewer than five (5) Business Days after the satisfaction or written waiver (Days’ notice to the extent permitted by Applicable LawCompany and (b) the third (3rd) Business Day immediately following the last day of the conditions Marketing Period; provided, further, (i) that the Company shall have the right, in its sole discretion, to defer the Closing in accordance with Section 5.1 until the first Business Day of the first month after which the Marketing Period has ended and Section 5.2 the Closing Conditions have been satisfied or otherwise waived (other than those conditions to Closing that by their nature terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions such conditions), (ii) unless the Parties otherwise agree in writing, no Party shall have an obligation to Closing at such timeclose prior to the sixtieth (60th) day following the date of this Agreement, and (iii) unless the Parties otherwise agree, the Buyer shall have no obligation to close prior to July 21, 2017 unless prior thereto both (x) the Buyer Benefit Plan Implementation has occurred and (y) the ITAR Registration has been obtained by the Buyer (in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAswhich case, in the event the Closing hereunder will occur that both (Ax) simultaneously with any Serial Closing under the Master PSAand (y) have occurred, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or this clause (iii) on of this proviso shall no longer apply after the later to occur of such other (x) and (y)) (the date or such other time as of the parties hereto may agree in writing; providedClosing, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters ”). All Contemplated Transactions to occur at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of to have occurred simultaneously at 12:01 a.m. on the Closing Date (the “Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only”).

The Closing. (a) The Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place at 8:00 a.m., Eastern time as soon as practicable (iand, in any event, within five Business Days) on the date that is five (5) Business Days after the satisfaction or written waiver (or, to the extent permitted by Applicable Law) hereunder, waiver of the all conditions to Closing the Merger set forth in accordance with Section 5.1 and Section 5.2 Article 7 (other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of those conditions to Closing at such time) in respect of Transferred Assets (under conditions), unless this Agreement and has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date parties hereto; provided that is five (5) Business Days after notwithstanding the satisfaction or written waiver (to the extent permitted by Applicable Lawhereunder) of the conditions to Closing the Merger set forth in accordance with Section 5.1 and Section 5.2 Article 7, if the Marketing Period has not ended at the time of such satisfaction or waiver of such conditions (other than those conditions that by their terms are to be satisfied at the Closing), the Closing will instead occur on the earlier of (i) a date during the Marketing Period specified by Parent in writing on no fewer than three Business Days’ notice to the Company and (ii) the fifth Business Day immediately following the last day of the Marketing Period (subject in each case to the satisfaction or waiver (to the extent permitted hereunder) 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 those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on permitted hereunder) of such conditions at the same date) will Closing)). The Closing shall be considered held at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, unless another place is agreed to take place simultaneously and (ii) in writing by the parties hereto; provided that the parties intend that the Closing shall be deemed effective as effected, to the extent practicable, by conference call and the electronic delivery of documents to be held in escrow by outside counsel to the Effective Time. For recipient party pending authorization to release at the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing onlyClosing.

The Closing. (a) The Newco, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) to occur at the offices of the sale Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, Xxx Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000, on a date and purchase of the Transferred Assets at a time to be agreed upon by Newco and the assumption by Company, which date shall be no later than the Buyer of the Assumed Liabilities shall take place second (i) on the date that is five (52nd) Business Days Day after the satisfaction or written waiver (to the extent permitted by Applicable Lawhereunder) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 2.2 (other than those conditions to Closing that by their nature terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of those such conditions at the Closing), or at such other location, date and time as Newco and the Company shall mutually agree upon in writing; provided, that in no event shall Newco or Merger Sub be obligated to consummate the Merger if the Marketing Period has not ended prior to the time that the parties would otherwise be obligated to consummate the Closing pursuant to this Section 2.1, in which case Newco, Merger Sub and the Company shall consummate the Closing at such timethe earliest to occur of (i) in respect of Transferred Assets a date before or during the Marketing Period specified by Newco on two (under this Agreement 2) Business Days’ prior written notice to the Company and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five second (52nd) Business Days after Day immediately following the final day of the Marketing Period, subject to, in each case, the satisfaction or written waiver (to the extent permitted by Applicable Lawhereunder) of the last to be satisfied or waived of the conditions to Closing set forth in accordance with Section 5.1 and Section 5.2 2.2 (other than those conditions to Closing that by their nature terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of those such conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively). The date on upon which the Closing occurs shall actually occur pursuant hereto is referred to in this Agreement herein as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.”