Closing; Pre-Closing Date Clause Samples

Closing; Pre-Closing Date. The closing of the purchase and sale of the Class B Membership Interests (the "Closing") will take place (a) at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in New York, New York at 10:00 a.m. (Eastern time) on the 12th Business Day after the Pre-Closing Date or (b) at such other place and time as Purchaser and Seller may agree in writing but in any event prior to the Long-Stop Date. The "Pre-Closing Date" shall be the date on which all of the conditions in Section 2.4 and Section 2.5 have either been satisfied (other than conditions, which by their nature, are to be satisfied on the Closing Date) or, in the case of conditions not satisfied, waived in writing by the Party entitled to the benefit of such conditions. Each Party shall deliver written notice to the other Party on the date on which it believes that it has satisfied all of the conditions in Section 2.4 or Section 2.5, as applicable (other than conditions, which by their nature, are to be satisfied on the Closing Date).