Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, or, if agreed by the Parties, remotely, via electronic exchange of documents, on the date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied at the Closing), or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) (the day on which the Closing takes place being the “Closing Date”)). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in Wilmington, Delaware or Houston, Texas are permitted or required by Law to remain closed.”
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Lexicon Pharmaceuticals, Inc.)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on October 4, 2010, or, if agreed by the Parties, remotely, via electronic exchange all of documents, on the date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than five (5) Business Days (as defined below)) after the day first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing takes place by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing Date”)). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonNew York, Delaware or Houston, Texas New York are permitted or required by Law law, executive order or governmental decree to remain closed.”
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m.6:00 p.m., local time, on April 29, 2011, or, if agreed by the Parties, remotely, via electronic exchange all of documents, on the date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three (3) Business Days (as defined below)) after the day first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing takes place by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing DateTime”)). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonBoston, Delaware or Houston, Texas Massachusetts are permitted or required by Law law, executive order or governmental decree to remain closed.”
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Brooks Automation Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 9:30 a.m., local time, on February 4, 2003, or, if agreed all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties, remotely, via electronic exchange it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents) have not been satisfied in full or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied at the Closing)Parties, or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction documents) have been satisfied or waiver of such conditions) waived (the day on which the Closing takes place being the “"Closing Date”)"). For purposes of this Agreement, a “"Business Day” " shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonNew York, Delaware or Houston, Texas New York are permitted or required by Law law, executive order or governmental decree to remain closed. Upon consummation, the Closing shall be deemed to have taken place as of the opening of business on the Closing Date.”
Appears in 1 contract
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on October 31, 2005, or, if agreed by the Parties, remotely, via electronic exchange all of documents, on the date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied or waived at the Closing), or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the day first date on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing takes place by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waiver at Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived (the “Closing Date”)). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonNew York, Delaware or Houston, Texas New York are permitted or required by Law law, executive order or governmental decree to remain closed.”
Appears in 1 contract
Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)
Time and Location. The closing of the transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on May 31, 2003, or, if agreed all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties, remotely, via electronic exchange it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents) have not been satisfied in full or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied at the Closing)Parties, or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction documents) have been satisfied or waiver of such conditions) waived (the day on which the Closing takes place being the “"Closing Date”)"). For purposes of this Agreement, a “"Business Day” " shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonNew York, Delaware or Houston, Texas New York are permitted or required by Law law, executive order or governmental decree to remain closed.”
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Spheris Leasing LLC)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”"CLOSING") shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on November 22, 2004, or, if agreed all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties, remotely, via electronic exchange it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents) have not been satisfied in full or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied at the Closing)Parties, or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction documents) have been satisfied or waiver of such conditions) waived (the day "CLOSING DATE"). The Closing shall be deemed to be effective as of 11:59 p.m. on which the Closing takes place being the “Closing Date”))Date in each time zone in which Engineering Software Assets are located. For purposes of this Agreement, a “Business Day” "BUSINESS DAY" shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonBoston, Delaware or Houston, Texas Massachusetts are permitted or required by Law law, executive order or governmental decree to remain closed.”
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aspen Technology Inc /De/)
Time and Location. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP in Boston, Massachusetts, commencing at 10:00 a.m., local time, on May 31, 2003, or, if agreed all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties, remotely, via electronic exchange it being understood that the occurrence of the Closing shall remain subject to the delivery of such documents) have not been satisfied in full or waived by such date, on such mutually agreeable later date as soon as practicable (but in no event more than three Business Days (as defined below)) after the first date which is the second (2nd) Business Day following the day on which the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have first been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by either any of the Parties and other than the satisfaction of those conditions that by their terms are to be satisfied at the Closing)Parties, or at such other time or on such other date or at such other place as Buyer and Seller may mutually agree upon in writing; provided that, in no event shall the Closing occur prior to August 31, 2020 without Buyer’s written consent (it being understood in each case, that the occurrence of the Closing shall remain subject to the delivery of such documents and the satisfaction documents) have been satisfied or waiver of such conditions) waived (the day on which the Closing takes place being the “Closing Date”)). For purposes of this Agreement, a “Business Day” shall be any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions located in WilmingtonNew York, Delaware or Houston, Texas New York are permitted or required by Law law, executive order or governmental decree to remain closed.”
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Idx Systems Corp)