Common use of Closing; Effective Time Clause in Contracts

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will take place remotely by electronic exchange of documents and signatures at 10:00 a.m., New York City time, on the second Business Day after the satisfaction or, to the extent permitted by Law, waiver of each of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall (i) file with the State Department of Assessments and Taxation of Maryland (the “SDAT”) articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, and in such form as is required by, the relevant provisions of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or at such later time as may be agreed by the parties hereto and specified in the Articles of Merger (the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will take place remotely by electronic exchange of documents and signatures at 10:00 a.m., New York City time, on the second sixth Business Day after the satisfaction or, to the extent permitted by Law, waiver of each of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall (i) file with the State Department of Assessments and Taxation of Maryland (the “SDAT”) articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, and in such form as is required by, the relevant provisions of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or at such later time as may be agreed by the parties hereto and specified in the Articles of Merger (the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place remotely by electronic exchange at the offices of documents and signatures Blank Rome LLP, 405 Lexington Avenue, New York, New York, at 10:00 a.m., New York City a.m. local time, on the second Business Day after the satisfaction or, or waiver (to the extent permitted by Applicable Law, waiver of each ) of the conditions set forth in Article VII (excluding conditions that, that by their terms, terms cannot be satisfied until the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, or waiver of those conditions), unless another time, date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to ” At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall (i) file with cause the State Department of Assessments and Taxation of Maryland (the “SDAT”) Merger to be consummated by filing articles of merger with respect to the Merger (the “Articles of Merger”)) with the Secretary of State of the State of Indiana, in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the MGCL IBCL and the LLC Act and (ii) shall make any all other filings, filings or recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the MergerIBCL. The Merger shall become effective at such date and time as the Articles of Merger are accepted for record by filed with the SDAT Secretary of State of the State of Indiana or at such later time (or subsequent date and time) as may be agreed by Parent and the parties hereto Company shall agree and specified specify in the Articles of Merger (the Merger. The date and time at which the Merger becomes effective is hereinafter referred to in this Agreement as the “Effective Time.”).

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") will shall take place remotely by electronic exchange at the offices of documents and signatures at 10:00 a.m.Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, One New York Plaza, New York City timeYork, on New York, as soon as practicable, but in no event later than the second Business Day third business day after the satisfaction or, to the extent permitted by Law, or waiver of each of the conditions set forth in Article VII (excluding other than those conditions that, by their terms, cannot that can only be satisfied until fulfilled at the ClosingEffective Time, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), unless another time, or at such other place or at such other date or place is agreed to in writing by as Parent and the partiesCompany may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date.” (b) Subject to ". At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall cause articles of merger (i"Articles of Merger") file with to be filed with, delivered in the manner required by the MGCL and the MLLCA to and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”"Department") articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, date and in such form as is required by, the relevant provisions time of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as acceptance for record of the Articles of Merger are accepted for record by with the SDAT Department, or at such later time as may be agreed by the parties hereto and is specified in the Articles of Merger (and as is agreed to by the time at which parties hereto, being the Merger becomes effective is hereinafter referred to as the “"Effective Time”)") and shall make all other filings or recordings required under the MGCL and the MLLCA in connection with the Merger.

Closing; Effective Time. (a) Subject to the provisions of Article VII, the The closing of the Merger transactions contemplated hereby (the “Closing”) will take shall be held at the offices of the Parent, or such other place remotely by electronic exchange of documents as the parties may agree, as soon as practicable (but in any event within two (2) Business Days) following the date upon which all conditions set forth in Article VII hereof have been satisfied or waived, or at such other date as Parent and signatures at 10:00 a.m.Company may agree, New York City time, on the second Business Day after the satisfaction or, to the extent permitted by Law, waiver of each of provided that the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be have been satisfied until the Closing, but the Closing shall be subject or waived at or prior to the satisfaction or, to the extent permitted by Law, waiver of those conditions), unless another time, date or place is agreed to in writing by the partiessuch date. The date on which the Closing actually occurs takes place is hereinafter referred to herein as the “Closing Date.”” For all Tax purposes, the Closing shall be effective at the end of the day on the Closing Date. (b) Subject At the Closing, Company and Subco shall cause the Merger to the provisions of this Agreement, be consummated by effectiveness thereof as soon as practicable on the Closing Date the parties shall (i) file with the State Department of Assessments and Taxation of Maryland (the “SDAT”) set forth in articles of merger with respect to the Merger (the “Articles of Merger”)) filed with the Utah Department of Commerce, executed in accordance with, and Division of Corporations & Commercial Code (the “Division”) in such form as is required by, by the URBCA and executed and filed in accordance with the relevant provisions of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made URBCA. The time of acceptance of such filings by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT Division, or at such later time as may shall be agreed upon by the parties hereto Company and Subco or as specified in the Articles of Merger (the time at which the Merger becomes effective Merger, is hereinafter referred to herein as the “Effective Time.”).

Closing; Effective Time. (a) Subject to the provisions of Article VIISection 6 and Section 7, the closing of the Merger (the “Closing”) will take place remotely at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx, LLP 0000 Xxxxxx Xxxx, 00xx Xxxxx, XxXxxx, XX 00000-0000 (or, if agreed by the Parties, by conference call and electronic (i.e., email/PDF) or facsimile exchange of documents and with exchange of original signatures at following by overnight mail), as soon as practicable, but in no event later than 10:00 a.m., New York City time, on the second a.m. Pacific Time two (2) Business Day Days after the satisfaction or, to the extent permitted by Law, waiver of each of the conditions set forth in Article VII Section 6 and Section 7 (excluding other than those conditions that, by their termsnature, cannot are to be satisfied until at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Lawpermissible, waiver of those conditions), unless another time, date or place is agreed to in writing such conditions at the Closing by the partiesParty entitled to the benefit thereof) is satisfied or, to the extent permissible, waived by the Party entitled to the benefit thereof. The date on which the Closing actually occurs is hereinafter referred to as shall be the “Closing Date.” (b) Subject to ” At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties Company shall (i) file with the State Department of Assessments and Taxation of Maryland (the “SDAT”) articles of merger with respect to the Merger (the “Articles of Merger”)) in the form attached hereto as Exhibit A, executed in accordance with, and in such form as is required by, with the relevant provisions of the MGCL WBCA, and the LLC Act and (ii) make any all other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act Applicable Law in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or at such later time as may be agreed by the parties hereto and specified in the Articles of Merger (the time at which shall specify that the Merger becomes effective is hereinafter referred to as on the “Effective Time”). Subject to the provisions of Section 8, failure to consummate the Merger contemplated in this Agreement on the date and time and at the place determined pursuant to this Section 2.2 will not result in the termination of this Agreement and will not relieve any Party of any obligation under this Agreement.

Closing; Effective Time. (ai) Subject to Unless the provisions of Article VIIParties agree otherwise, the closing of the Merger Contemplated Transactions (the “Closing”) will take place at the offices of Xxxxxx Xxxxxxxxx LLC located at 000 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or remotely by electronic exchange of documents and signatures signatures, at 10:00 a.m., New York City local time, on the second last Business Day after the satisfaction or, to the extent permitted by Law, waiver of each of the month in which all conditions to Closing set forth in Article VII VI of this Agreement (excluding conditions thatother than the delivery of certificates, by their terms, cannot opinions and other instruments and documents to be satisfied until delivered at the Closing, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions)) have been satisfied or waived, unless another time, date or and/or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as Parties (the “Closing Date”); provided, however, that any certificate, opinion, instrument or other document to be delivered at the Closing may be delivered electronically. Unless expressly provided otherwise, all certificates, instruments and other documents to be delivered at the Closing shall be dated on or as of the Closing Date.” (bii) Subject to Upon the provisions Closing, the Company and Merger Sub shall file articles of this Agreement, as soon as practicable on the Closing Date the parties shall (i) file merger with the State Department of Assessments and Taxation of Maryland (Maryland, executed in accordance with the “SDAT”) articles relevant provisions of merger with respect to the Merger MGCL (the “Articles of Merger”)) and shall make all other filings or recordings required under the MGCL in connection with the Merger, executed in accordance with, and in such form as is required by, and executed in accordance with, the relevant provisions of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the MergerMGCL. The Merger shall become effective at such time as the Articles of Merger are filed and accepted for record by the SDAT or at such later time as may be agreed by the parties hereto Purchaser and Xxxxxxx and specified in the Articles of Merger (the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place remotely by electronic exchange at the offices of documents and signatures at 10:00 a.m.DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP, New York City time0000 Xxxxx Xxxxxx, on Baltimore Maryland 21209, as soon as practicable, but in no event later than the second Business Day fifth business day after the satisfaction or, to the extent permitted by Law, or waiver of each of the conditions set forth in Article VII (excluding other than those conditions that, by their terms, cannot that can only be satisfied until fulfilled at the ClosingEffective Time, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), unless another time, or at such other place or at such other date or place is agreed to in writing by as the partiesAcquiror and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to . At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall execute and cause the articles of merger (i“Articles of Merger”) file with to be filed with, delivered in the manner required by the MGCL to and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDATDepartment”) articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, date and in such form as is required by, the relevant provisions time of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as acceptance for record of the Articles of Merger are accepted for record by with the SDAT Department, or at such later time as may be agreed by the parties hereto and is specified in the Articles of Merger (and as is agreed to by the time at which the Merger becomes effective is hereinafter referred to as parties hereto, being the “Effective Time”)) and shall make all other filings or recordings required under the MGCL in connection with the Merger.

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “Closing”) will shall take place remotely by electronic exchange at the offices of documents and signatures at 10:00 a.m.DLA Piper US LLP, 1251 Avenue of the Americas, New York City timeYork, on New York, as soon as practicable, but in no event later than the second Business Day following the day after the satisfaction or, to the extent permitted by Law, or waiver of each of the conditions set forth in Article VII (excluding other than those conditions that, by their terms, cannot that can only be satisfied until fulfilled at the ClosingEffective Time, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), unless another time, or at such other place or at such other date or place is agreed to in writing by as Parent and the partiesCompany may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on . On the Closing Date Date, the parties hereto shall cause articles of merger (i“Articles of Merger”) file with to be executed, acknowledged and filed with, delivered in the manner required by the MGCL to and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDATDepartment”) articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, date and in such form as is required by, the relevant provisions time of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as acceptance for record of the Articles of Merger are accepted for record by with the SDAT Department, or at such later time as may be is specified in the Articles of Merger and as is agreed to by the parties hereto and specified in the Articles of Merger (the time at which the Merger becomes effective is hereinafter referred to as Merger, being the “Effective Time”)) and shall make all other filings or recordings required under the MGCL in connection with the Merger.

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") will shall take place remotely by electronic exchange at the offices of documents and signatures at 10:00 a.m.DLA Piper Rudnick Gray Cary US LLP, New York City time6225 Smith Avenue, on Baltimore Maryland 00000, xx xxxn xx xxxxxicable, bxx xx xx xxxxx xxxxx than the second Business Day fifth business day after the satisfaction or, to the extent permitted by Law, or waiver of each of the conditions set forth in Article VII (excluding other than those conditions that, by their terms, cannot that can only be satisfied until fulfilled at the ClosingEffective Time, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), unless another time, or at such other place or at such other date or place is agreed to in writing by as the partiesAcquiror and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date.” (b) Subject to ". At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall execute and cause the articles of merger (i"Articles of Merger") file with to be filed with, delivered in the manner required by the MGCL to and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”"Department") articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, date and in such form as is required by, the relevant provisions time of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as acceptance for record of the Articles of Merger are accepted for record by with the SDAT Department, or at such later time as may be agreed by the parties hereto and is specified in the Articles of Merger (and as is agreed to by the time at which parties hereto, being the Merger becomes effective is hereinafter referred to as the “"Effective Time”)") and shall make all other filings or recordings required under the MGCL in connection with the Merger.

Closing; Effective Time. (a) Subject to the provisions of Article VII, the The closing of the Merger (the “Closing”) Consolidation will take place remotely by electronic exchange of documents and signatures at 10:00 a.m.a.m. on a date to be specified by the parties, New York City timewhich (subject to satisfaction or waiver of the conditions set forth in Sections 6.2 and 6.3) shall be no later than the fifth day after satisfaction or waiver of the conditions set forth in Section 6.1 (the "CLOSING DATE"), on at the second Business Day after offices of Proskauer, Rose, Goetx & Xendxxxxxx XXX, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxless another date or place is agreed to by the parties hereto. (b) As soon as practicable following the satisfaction or, to the extent permitted by Law, or waiver of each of the conditions set forth in Article VII (excluding conditions thatVI, by their terms, cannot be satisfied until Vornado Sub and the Closing, but the Closing Operating Partnership shall be subject to the satisfaction or, to the extent permitted by Law, waiver file a certificate of those conditions), unless another time, date merger or place is agreed to in writing by the parties. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall (i) file with the State Department of Assessments and Taxation of Maryland other appropriate documents (the “SDAT”"CERTIFICATE OF MERGER") articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, with the DGCL and in such form as is shall make all other filings or recordings required by, the relevant provisions of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the MergerDGCL. The Merger Consolidation shall become effective at such time as upon the Articles filing of the Certificate of Merger are accepted for record by with the SDAT Secretary of State of the State of Delaware, or at such later time as may be which Vornado, the Operating Partnership and Mendik/FW LLC have agreed by upon and designated in such filing in accordance with applicable law (the time the Consolidation becomes effective being the "EFFECTIVE TIME"), it being understood that the parties shall cause the Effective Time to occur on the Closing Date. (c) Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties hereto hereby agree and specified understand that the Transactions may occur in any order and that each of the Transactions shall be deemed to be effective only as of the Effective Time and only upon the effectiveness of all of the Transactions; provided, as set forth above certain of the Transactions shall be completed prior to certain other of the Transactions in order (i) to maintain the separate legal existence of the various entities participating in the Articles of Merger (the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”).Transactions

Closing; Effective Time. (a) Subject to the provisions of Article VII, the closing of the Merger (the “"Closing”") will shall take place remotely by electronic exchange at the offices of documents and signatures at 10:00 a.m.Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York City timeYork, on New York, as soox xx xxactxxxxxx, but in no event later than the second Business Day third business day after the satisfaction or, to the extent permitted by Law, or waiver of each of the conditions set forth in Article VII (excluding other than those conditions that, by their terms, cannot that can only be satisfied until fulfilled at the ClosingEffective Time, but the Closing shall be subject to the satisfaction or, to the extent permitted by Law, fulfillment or waiver of those conditions), unless another time, or at such other place or at such other date or place is agreed to in writing by as Parent and the partiesCompany may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “"Closing Date.” (b) Subject to ". At the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall cause articles of merger (i"Articles of Merger") file with to be filed with, delivered in the manner required by the MGCL and the MLLCA to and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”"Department") articles of merger with respect to the Merger (the “Articles of Merger”), executed in accordance with, date and in such form as is required by, the relevant provisions time of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the Merger. The Merger shall become effective at such time as acceptance for record of the Articles of Merger are accepted for record by with the SDAT Department, or at such later time as may be agreed by the parties hereto and is specified in the Articles of Merger (and as is agreed to by the time at which parties hereto, being the Merger becomes effective is hereinafter referred to as the “"Effective Time”)") and shall make all other filings or recordings required under the MGCL and the MLLCA in connection with the Merger.

Closing; Effective Time. (a) Subject to the provisions of Article VIIthis Agreement, the closing of the Merger (the “Closing”) will take place remotely shall occur on a date that is mutually agreed upon by electronic exchange of documents and signatures at 10:00 a.m.the parties, New York City time, on which date shall be no later than the second twentieth (20th) Business Day after following the satisfaction or, to the extent permitted by Law, waiver of each of date on which all the conditions set forth in Article VII hereof (excluding conditions that, except those which by their terms, cannot terms can only be satisfied until at the Closing, but ) have been satisfied or waived (the “Closing Date”). The Closing shall take place at the offices of Xxxxxxx and Xxxxxx LLP, located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, at a time to be subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), unless another time, date or place is mutually agreed to in writing upon by the parties. The date on which Prior to the Closing actually occurs is hereinafter referred to as the “Closing Date.” (b) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall (i) file with the State Department of Assessments and Taxation of Maryland (the “SDAT”) cause articles of merger with respect to the Merger (the “Articles of Merger”), ) to be drafted and executed in accordance with, and in such form as is required by, with the relevant applicable provisions of the MGCL and the LLC Act and (ii) make any other filings, recordings or publications required to be made by the parties under the MGCL and the LLC Act in connection with the MergerWBCL. The Merger shall become effective at on the Closing Date (or on such time day thereafter as is permitted by Law and as the Buyer and the Company may agree upon in writing and provide for in the Articles of Merger are accepted for record by the SDAT or Merger), at such later a time as may be mutually agreed upon by the parties hereto and specified provided for in the Articles of Merger (the time at which the Merger becomes effective is hereinafter referred to as the “Effective Time”), upon the filing of the Articles of Merger on the Closing Date with the WDFI in accordance with the applicable provisions of the WBCL.