Common use of Closing Dates Clause in Contracts

Closing Dates. The First Closing shall occur on that date which is ten (10) days after Final Approval of the Entitlements applicable to the Takedown 1 Lots is obtained (the “Takedown 1 Closing Date”). The Second Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Takedown 1 Closing Date (the “Takedown 2 Closing Date”). The Third Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract.

Closing Dates. The First Closing Consummation of the sale provided for herein (the “Closing”) shall occur on a date and time designated in writing by Purchaser provided that such date which is ten shall be no later than the later of (10i) forty-five days after Final Approval the Execution Date of this Agreement, or (ii) the second business day following the satisfaction or waiver of all conditions to the obligations of the Entitlements applicable parties set forth in Article 7 (other than conditions with respect to actions the Takedown 1 Lots is obtained parties will take at Closing), or (the “Takedown 1 Closing Date”). The Second Closing shall occur on that date which is ten iii) fifteen (1015) days after the later earlier of (A) the Due Diligence Expiration Date, or (B) the date Purchaser waives its right to designate a Site or Supply Site as a Rejected Site (defined below) pursuant to this Agreement by delivering written notice to Seller. The Closing shall occur through the offices of the Seller’s Title Company (“Closing Escrow Agent”). Purchaser and Seller agree to conduct a pre-closing three (3) business days before the Closing Date, which pre-closing is intended to ensure that all documents and other closing items (other than amounts owed hereunder) required under this Agreement have been delivered, or will be delivered, in escrow to the Closing Escrow Agent so that Closing may occur as scheduled. The parties agree that the pre-closing and the Closing shall be held through escrow at the offices of the Closing Escrow Agent or at such other location to be determined by the parties. At the Closing, Seller shall convey or assign the Assets to Purchaser by appropriate instruments of transfer and Purchaser shall pay to Closing Escrow Agent, for the benefit of Seller, the consideration provided in Section 1.3 and shall assume the Assumed Obligations (as defined in Section 1.6(b) below) by appropriate instrument of assumption as provided in Section 1.6. The Closing for each Site and Supply Site shall be deemed effective as of 7:00 a.m. local time on the Closing Date. All risk of loss with respect to the Assets on or relating to a Site shall be borne by Seller until 7:00 a.m., local time at that Site on the Closing Date, at which time: (i) Final Approval risk of loss with respect to such Assets shall be assumed by Purchaser; (ii) Seller shall deliver to Purchaser exclusive possession of such Assets; and (iii) Purchaser shall assume operating control of the Entitlements Sites upon completion of the site fuel inventory taking. Seller may cancel all insurance coverage on such Assets conveyed to Purchaser effective at 12:01 a.m., local time at the applicable Site, on the day following the Closing Date. It is anticipated that for a period of time after Closing, Purchaser will supply certain Sites and Supply Sites before the processing of credit card transactions for such Sites and Supply Sites is transferred from Seller to Purchaser. Accordingly, the Takedown 2 Lots parties agree that (i) Seller shall continue to process such credit card transactions until the processing of credit card transactions has been transferred to Purchaser, and (ii) that date which is twelve hold all funds received by it in connection with processing such credit card transactions (12) months after in the Takedown 1 Closing Date (aggregate, the “Takedown 2 Closing DateCredit Card Funds”)) in escrow for the benefit of Purchaser. The Third Closing shall occur on that date which is ten No later than fifteen (1015) days after the later to occur of (i) Final Approval Closing, Seller shall provide Purchaser with its reconciliation of the Entitlements applicable Credit Card Funds to be paid over to Purchaser, which reconciliation shall include a deduction from the Takedown 3 Lots Credit Card Funds in an amount equal to account receivable balances due Seller by the dealers of the Supply Sites for the most recent fuel delivery made by Seller prior to Closing, provided that any such fuel delivery was made within the normal credit term for the particular Supply Site and provided further that such deduction shall be calculated on a site-by-site (iirather than aggregate) basis. Purchaser shall then have five (5) business days after receipt of Seller’s reconciliation to either confirm the reconciliation or present Seller with any disputes regarding the reconciliation of the Credit Card Funds. Within five (5) business days after Purchaser confirms Seller’s reconciliation or Seller and Purchaser resolve any disputes regarding the reconciliation, Seller shall wire the agreed-upon Credit Card Funds to an account designated by Purchaser. Seller agrees that date which is twelve at Closing, One Million and 00/100 Dollars (12$1,000,000.00) months after of the Takedown 2 Closing Date (Purchase Price will be placed in escrow with the “Takedown 3 Escrow Agent until such time as the agreed-upon Credit Card Funds are received by Purchaser. The provisions of the foregoing paragraph shall survive the Closing Date”). The Fourth Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract.

Closing Dates. The date of the First Closing of the purchase and sale of the Takedown 1 Lots (the “Takedown 1 Closing”) shall be the date that is ten (10) business days after Purchaser receives Seller’s Completion Notice for the Takedown 1 Lots. If Substantial Completion of the Finished Lot Improvements for the Takedown 1 Lots has not been achieved by the date that is twelve (12) months after the date that the Final Approval of the Entitlements is obtained (the “Takedown 1 Finished Lot Improvement Deadline”), then the Closing Date of the First Closing (the “Takedown 1 Closing Date”) may be extended by Seller up to six (6) months after the Takedown 1 Finished Lot Improvement Deadline by written notice from Seller to Purchaser issued prior to the initial Takedown 1 Finished Lot Improvement Deadline. The Second Closing of the purchase and sale of the Takedown 2 Lots shall occur on that date which is ten (10) days after Final Approval of the Entitlements applicable to the Takedown 1 Lots is obtained (the “Takedown 1 Closing Date”). The Second Closing shall occur on that date which is ten (10) business days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Takedown 1 Closing Date (the “Takedown 2 Closing Date”); provided, however, that Purchaser shall have the right to terminate this Contract as to the Second Takedown and all subsequent Takedowns and receive a refund of any undisbursed portion of the Deposit, in the event that Seller does not obtain Final Approval of the applicable Entitlements within eighteen (18) months after the date of the First Closing, subject to extensions resulting from delays caused by Uncontrollable Events. The Third Closing of the purchase and sale of the Takedown 3 Lots shall occur on that date which is ten (10) business days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date (the “Takedown 3 Closing Date”); provided, however, that Purchaser shall have the right to terminate this Contract as to the Third Takedown and all subsequent Takedowns and receive a refund of any undisbursed portion of the Deposit, in the event that Seller does not obtain Final Approval of the applicable Entitlements within eighteen (18) months after the date of the Second Closing, subject to extensions resulting from delays caused by Uncontrollable Events. The Fourth Closing of the purchase and sale of the Takedown 4 Lots shall occur on that date which is ten (10) business days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 3 Closing Date”); provided, however, that Purchaser shall have the right to terminate this Contract as to the Fourth Takedown and receive a refund of any undisbursed portion of the Deposit, in the event that Seller does not obtain Final Approval of the applicable Entitlements within eighteen (18) months after the date of the Third Closing, subject to extensions resulting from delays caused by Uncontrollable Events. The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a such Closing Date be accelerated, and if Seller is willing to do so, so in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller The Finished Lot Improvements for the Takedown 2 Lots, the Takedown 3 Lots, and the Takedown 4 Lots shall have be Substantially Complete on or before ten (10) business days prior to the right applicable Closing (such dates with the Takedown 1 Finished Lot Improvements Deadline are referred to extend as a “Finished Lot Improvement Deadline”). The Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date, are each subject to extension by Seller, inclusive of extensions resulting from Uncontrollable Events, of up to six (6) months in the same manner as provided above for the Takedown 1 Closing Date for up to 90 Date. Notwithstanding any other provision herein, any Closing under this Contract must occur on a Tuesday, Wednesday or Thursday that is a business day (a “Permitted Closing Day”), and may be extended no more than an additional five (5) days in order to satisfy Seller’s Condition Precedent as provided be scheduled on one of those days of the week. Furthermore, if any Closing is scheduled to occur on any date from September 15 through September 30, it shall automatically be extended to the next Permitted Closing Day in Section 6(a) of this ContractOctober, and if any Closing is scheduled to occur on any date from December 18 through January 5, it shall automatically be extended to the next Permitted Closing Day in January.

Closing Dates. The closing of the sale and purchase of the First Closing shall occur on that date which is ten (10) days after Final Approval of the Entitlements applicable to the Takedown 1 Lots is obtained Shares (the “Takedown 1 "First Closing") shall take place on the [*] business day after the date of this Agreement or such later date as Corixa and Purchaser may mutually agree or as may be specified in accordance with the last sentence of this section (the "First Closing Date”"). The closing of the sale and purchase of the Second Closing Shares and the Third Closing Shares (the "Second Closing" and "Third Closing," respectively) shall occur take place on that date which is ten (10) days the [*] business day after the applicable Notice Date or such later to occur date as Corixa and Purchaser may mutually agree or as may be specified in accordance with the last sentence of this section (i) Final Approval of the Entitlements applicable "Second Closing Date" and "Third Closing Date," respectively). As used hereinafter, the terms "Closing" and "Closing Date" shall refer to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Takedown 1 Closing Date (the “Takedown 2 Closing Date”). The First, Second or Third Closing shall occur on that date which is ten (10) days after and the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Takedown 1 First, Second or Third Closing Date, as the Takedown 2 context requires; the term "Shares" shall refer to the First, Second and Third Closing Shares collectively or the First, Second or Third Closing Shares, if and as the context requires; and the term "Purchase Price" shall refer to the First, Second and Third Closing Purchase Price collectively or the First, Second or Third Closing Purchase Price, if and as the context requires. If for any reason Corixa is unable to satisfy the closing conditions set forth in Section 4 of this -------- * Confidential Treatment Requested. Agreement as of the scheduled Closing Date, then Corixa shall use its best efforts to satisfy such conditions at the Takedown 3 Closing Dateearliest practicable date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date shall be accelerated, and if Seller is willing rescheduled to do so, in its sole and absolute discretion, the parties will work together such date as Corixa may specify (with at least five (5) business days prior notice to prepare a mutually acceptable amendment to this Contract to accommodate Purchaser) on which Corixa can satisfy such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contractclosing conditions.

Closing Dates. The date of the First Closing shall occur on that date which is ten (10) days after Final Approval of the Entitlements applicable to purchase and sale of the Takedown 1 Lots shall be the date that is obtained five (the “Takedown 1 Closing Date”). The Second Closing shall occur on that date which is ten (105) business days after the later parties have completed the list identifying the Punch-List Items have been determined pursuant to Section 5(B), all of which is to occur of (i) Final Approval after Seller provided Purchaser with the Completion Notice, Plat Certification and Takedown Commitment for the Takedown 1 Lots. If substantial completion of the Entitlements applicable to Finished Lot Improvements with issuance of the Completion Notice for the Takedown 2 1 Lots and (ii) has not been achieved by the date that date which is twelve (12) months after the date that the Continuation Notice is delivered to Seller for the Takedown 1 Closing Date Lots (the “Takedown 2 Closing Date1 Finished Lot Improvement Deadline”). The Third , then the Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval Date of the Entitlements applicable First Closing may be extended by Seller up to the Takedown 3 Lots and four (ii) that date which is twelve (124) months after the Takedown 1 Finished Lot Improvement Deadline by written notice from Seller to Purchaser issued prior to the initial Takedown 1 Finished Lot Improvement Deadline. Such date of Closing is herein referred to as the "Takedown 1 Closing Date." The date of the Second Closing of the purchase and sale of the Takedown 2 Closing Date Lots (the “"Takedown 3 Closing Date”). The Fourth Closing 2 Closing") shall occur on be the date that date which is ten nine (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (129) months after the Takedown 3 date that the First Closing Date (occurs or such other date as Seller and Purchaser may mutually agree. Such date of Closing is herein referred to as the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the "Takedown 2 Closing Date, ." The date of the Third Closing of the purchase and sale of the Takedown 3 Lots (the "Takedown 3 Closing") shall be the date that is six (6) months after the date that the Second Closing Date, occurs or such other date as Seller and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a mutually agree. Such date of Closing Date be accelerated, and if Seller is willing herein referred to do so, in its sole and absolute discretion, as the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the "Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract.3

Closing Dates. The First Closing shall occur on that date which is ten (10) days after Final Approval of the Entitlements applicable to the Takedown 1 Lots is obtained (the “Takedown 1 Closing Date”), which Takedown 1 Closing Date is currently estimated to be May 2021. The Second Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Takedown 1 Closing Date (the “Takedown 2 Closing Date”). The Third Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on that date which is ten (10) days after the later to occur of (i) Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 ninety (90) days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract.

Closing Dates. The First Closing shall occur on that date which is ten (10) business days after Seller has provided Purchaser with written notice (a “Closing Notice”) that Final Approval of the Entitlements applicable to has been obtained for the Takedown 1 Lots is obtained (the “Takedown 1 Closing Date”). The Second Closing shall occur on that date which is ten (10) business days after the later last to occur of (i) delivery to Purchaser of a Closing Notice for Final Approval of the Entitlements applicable to the Takedown 2 Lots and (ii) that date which is twelve (12) months after the Takedown 1 Closing Date and (iii) the completion by Seller of all Finished Lot Improvements for the Lots previously purchased hereunder by Purchaser (the “Takedown 2 Closing Date”). The Third Closing shall occur on that date which is ten (10) business days after the later last to occur of (i) delivery to Purchaser of a Closing Notice for Final Approval of the Entitlements applicable to the Takedown 3 Lots and (ii) that date which is twelve (12) months after the Takedown 2 Closing Date and (iii) the completion by Seller of all Finished Lot Improvements for the Lots previously purchased hereunder by Purchaser (the “Takedown 3 Closing Date”). The Fourth Closing shall occur on that date which is ten (10) business days after the later last to occur of (i) delivery to Purchaser of a Closing Notice for Final Approval of the Entitlements applicable to the Takedown 4 Lots and (ii) that date which is twelve (12) months after the Takedown 3 Closing Date and (iii) the completion by Seller of all Finished Lot Improvements for the Lots previously purchased hereunder by Purchaser (the “Takedown 4 Closing Date”). The term “Closing Date” may be used to refer to each of the Takedown 1 Closing Date, the Takedown 2 Closing Date, the Takedown 3 Closing Date, and the Takedown 4 Closing Date. If Purchaser desires to accelerate any Closing Date, Purchaser may request that a Closing Date be accelerated, and if Seller is willing to do so, in its sole and absolute discretion, the parties will work together to prepare a mutually acceptable amendment to this Contract to accommodate such request. Seller shall have the right to extend the Takedown 1 Closing Date for up to 90 days in order to satisfy Seller’s Condition Precedent as provided in Section 6(a) of this Contract. With each Closing Notice, Seller shall provide, or otherwise make available, to Purchaser a copy of the Approved Entitlements to the extent not previously provided to Purchaser.