Closing; General Sample Clauses

Closing; General. The closing (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in Sections 6.2 and 6.4 hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) (the “Closing Date”) or on such other date or at such other time or location as the Seller and the Purchaser shall mutually agree, and the Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. The Seller will sell to the Purchaser, and the Purchaser will purchase from the Seller, all of the Membership Interests on the Closing Date, in consideration of the payment by the Purchaser of the applicable portion of the Purchase Price on the Closing Date and the Deferred Purchase Price at such time as provided herein.

Closing; General. The closing (the “Closing”) shall take place remotely via the mutual electronic exchange of documents and signatures on the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in Sections 5.2 and 5.4 hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or on such other date or at such other time or location as TRPN Direct Pay (on behalf of the Selling Companies) and the Purchaser shall mutually agree (the “Closing Date”), and the Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date, the Selling Companies will sell, transfer and assign to the Purchaser, and the Purchaser will purchase, acquire and assume from the Selling Companies, the Transferred Assets and the Assumed Liabilities.

Closing; General. The closing (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on February 28, 2020 if the conditions set forth in Sections 5.2(f) and 5.4(e) hereof are satisfied as of 5:00 p.m., Eastern Time, on February 27, 2020 (assuming the satisfaction, fulfillment or waiver of the other conditions set forth in Sections 5.2 and 5.4 on February 28, 2020, and, for the avoidance of doubt, subject to the fulfillment or waiver of those conditions which by their nature are to be satisfied at the Closing); provided, however, if the conditions set forth in Sections 5.2(f) and 5.4(e) hereof are not satisfied as of 5:00 p.m., Eastern Time, on February 27, 2020 or the other conditions set forth in Section 5.2 and 5.4 are not satisfied, fulfilled or waived on February 28, 2020, then the Closing shall take place on the third (3rd) Business Day after satisfaction of the conditions set forth in Sections 5.2 and 5.4 hereof (and, for the avoidance of doubt, subject to the fulfillment or waiver of those conditions which by their nature are to be satisfied at the Closing) (the “Closing Date”), or on such other date or at such other time or location as the Company Parties and the Purchasers shall mutually agree. The Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date in consideration of the payment by the Purchasers of the Closing Date Purchase Price plus the Additional Closing Date Payment on the Closing Date and the Deferred Cash Purchase Price, the Deferred TRA Payment Amount and the Contingent Amount at such time as provided herein, (i) Acurity will sell, transfer and assign to Premier Acurity Purchaser, and Premier Acurity Purchaser will purchase, acquire and assume from Acurity, the Transferred Acurity Assets and the Assumed Acurity Liabilities, and (ii) Nexera will sell, transfer and assign to Premier Nexera Purchaser, and Premier Nexera Purchaser will purchase, acquire and assume from Nexera, the Transferred Nexera Assets and the Assumed Nexera Liabilities.