Common use of Time and Location Clause in Contracts

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 AM eastern time, on the fifth (5th) Business Day after the first date on which 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 and other than the 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”); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article V (not including conditions which are to be satisfied by actions taken at the Closing), the Closing shall occur on the earlier to occur of: (i) a Business Day specified by Buyer upon not less than two (2) Business Days’ written notice to PKI; or (ii) the first (1st) Business Day after the end of the Marketing Period (subject in each case to the satisfaction or waiver (by the Party entitled to grant such waiver) of the conditions set forth in Article V as of the date determined pursuant to this proviso). Notwithstanding anything to contrary contained herein, but subject to the foregoing, except as otherwise determined by Buyer with not less than two (2) Business Days’ notice to PKI, the Closing shall not occur prior to the later of: (A)(I) the earlier of April 15, 2017 or (II) the date on which the spin-off and separation of Varex Imaging Corporation from Varian Medical Systems, Inc. shall be complete; or (B) April 1, 2017. For purposes of this Agreement, a “Business Day” shall be any day other than (y) a Saturday or Sunday or (z) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed.

Time and Location. The closing of the transactions contemplated by this Agreement (the “Transactions” and such closing, the “Closing”) shall take place at via the offices electronic exchange of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx documents and Xxxx LLP in Boston, Massachusettssignatures, commencing at 10:00 AM eastern a.m., Eastern time, on the fifth (5th) third Business Day (as defined below in this Section 1.3(a)) after the first date on which all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby Transactions (excluding the delivery of any documents to be delivered at the Closing by any of the Parties either Party and other than the 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 (or waiver of delivery) of such documents and the satisfaction or waiver of such conditions) have been satisfied or waived; provided that, Seller, by providing written notice thereof to Buyer no later than the third Business Day prior to the date on which the Closing would otherwise be required to occur, may opt to defer the Closing until the first Business Day of the first calendar month that begins not earlier than the third Business Day after the first date on which the conditions set forth in ARTICLE V (excluding the delivery of any documents to be delivered at the Closing by either Party and other than the satisfaction of those conditions that by their terms are to be satisfied or waived at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery (or waiver of delivery) of such documents at or prior to, and the satisfaction or waiver of such conditions at, the Closing) have been satisfied or waived or at such other date and time as Buyer and Seller may agree in writing (the date on which the Closing actually occurs being referred to as the “Closing Date”); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article V (not including conditions which are to be satisfied by actions taken at the Closing), the Closing shall occur on the earlier to occur of: (i) a Business Day specified by Buyer upon not less than two (2) Business Days’ written notice to PKI; or (ii) the first (1st) Business Day after the end of the Marketing Period (subject in each case to the satisfaction or waiver (by the Party entitled to grant such waiver) of the conditions set forth in Article V as of the date determined pursuant to this proviso). Notwithstanding anything to contrary contained herein, but subject to the foregoing, except as otherwise determined by Buyer with not less than two (2) Business Days’ notice to PKI, the Closing shall not occur prior to the later of: (A)(I) the earlier of April 15, 2017 or (II) the date on which the spin-off and separation of Varex Imaging Corporation from Varian Medical Systems, Inc. shall be complete; or (B) April 1, 2017. For purposes of this Agreement, a “Business Day” shall be any day other than (yi) a Saturday or Sunday or (zii) a day on which banking institutions located in Washington, DC or New York, New York are permitted or required by law, executive order or governmental decree to remain closed.

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, MassachusettsMassachusetts (or by electronic exchange of documents), commencing at 10:00 AM eastern a.m., local time, on the fifth (5th) second Business Day (as defined below) after the first date on which all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby set forth in Article V have been satisfied or waived (excluding the delivery of any documents to be delivered at the Closing by any of the Parties either Party and other than the satisfaction of those conditions that by their terms are to be satisfied or waived at the 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) or at such other date or time as Seller and Buyer may mutually agree in writing; provided that, Buyer and Seller may jointly opt to defer the Closing until the first Business Day of the first calendar month that begins not earlier than the second Business Day after the first date on which the conditions set forth in Article V (excluding the delivery of any documents to be delivered at the Closing by either Party and other than the satisfaction of those conditions that by their terms are to be satisfied or waived at the 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 date on which the Closing actually occurs, the “Closing Date”); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article V (not including conditions which are to be satisfied by actions taken at the Closing), the Closing shall occur on the earlier to occur of: (i) a Business Day specified by Buyer upon not less than two (2) Business Days’ written notice to PKI; or (ii) the first (1st) Business Day after the end of the Marketing Period (subject in each case to the satisfaction or waiver (by the Party entitled to grant such waiver) of the conditions set forth in Article V as of the date determined pursuant to this proviso). Notwithstanding anything to contrary contained herein, but subject to the foregoing, except as otherwise determined by Buyer with not less than two (2) Business Days’ notice to PKI, the Closing shall not occur prior to the later of: (A)(I) the earlier of April 15, 2017 or (II) the date on which the spin-off and separation of Varex Imaging Corporation from Varian Medical Systems, Inc. shall be complete; or (B) April 1, 2017. For purposes of this Agreement, a “Business Day” shall be any day other than (yi) a Saturday or Sunday or (zii) a day on which banking institutions located in New YorkBoston, New York Massachusetts are permitted or required by law, executive order or governmental decree to remain closed.