Reference Date and Closing Date Clause Samples

Reference Date and Closing Date. The “Reference Date” shall be the last day of the month in which the Parties agree, having cooperated and consulted in good faith to reach such agreement, the conditions set out in Articles VII and VIII are expected to be satisfied or waived, unless the Parties reach such agreement less than 15 days before the end of the month in question, in which case the Reference Date shall be the last day of the next month unless the Parties otherwise agree. The Closing Date will fall on the Business Day immediately following the Reference Date. Should the Closing not occur on the scheduled Closing Date agreed between the Parties pursuant to this Section 2.5 and this Agreement has not been terminated as a result, the Reference Date and the Closing Date shall be moved, respectively, so as to occur on the last day of the month in which the Closing Date was scheduled to occur and the Business Day immediately following and the Parties shall prepare a replacement Provisional Purchase Price Report and Provisional UPC France Equity Value Report using the process in Section 2.6 accordingly.