Common use of Time and Place of Closing Clause in Contracts

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. The closing of the purchase and sale of the Shares (athe “Closing”) The Closing will shall take place on a mutually agreed upon the third Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) after the date on which each of the stockholders conditions set forth in Section 6 hereof has been satisfied (or waived by the Purchaser) and each of PFSL approve this Agreement the conditions set forth in Section 7 hereof has been satisfied (or waived by the Company) provided that each such condition, if it has not been waived, remains satisfied at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; such date, or such other date as may be agreed by the parties hereto (the “Closing Date”). The Closing shall be held at the offices of DLA Piper at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 and/or such other place or places as may mutually agreebe agreed upon by the parties. On the Closing Date, in lieu of actual delivery of original copies, a party may deliver any of the documents required by Section 3.2 or Section 3.3, as applicable, by facsimile transmission or e-mail in PDF format (other than the certificates representing Shares), with the original copies to promptly follow (and in any case to be received within 5 days of closing by the person entitled to receive such document) via courier. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) Date has not occurred by June 30, 2010 as a result of the parties shall each provide to the others such proof non-fulfillment of satisfaction any of the conditions set out in Section VIII 6 hereof, the Purchaser may by notice in writing to the Company terminate this Agreement (other than Section 10 hereof). If the Closing Date has not occurred by June 30, 2010 as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers a result of the parties shall executenon-fulfillment of any of the conditions set out in Section 7 hereof, deliver and acknowledge the Merger Agreement, and (iv) Company may by notice in writing to the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by Purchaser terminate this Agreement and (other than Section 10 hereof). If this Agreement is terminated by either the Merger Agreement. (b) If on any date established for Purchaser or the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination Company pursuant to this Section IX. The place 3.1, neither party shall have any claim under this Agreement of Closing shall be at any nature whatsoever against the office other except in respect of IBKC set forth in rights or liabilities which have accrued before termination or pursant to Section 10.710.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders shareholders of PFSL TSH approve this Agreement at the Stockholders Shareholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger this Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Certificate of Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor party entitled to grant such waiver, then either Warrantorparty, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor party shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor party to declare a termination pursuant to Section IX. The place of Closing shall be take place telephonically or at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent Subject to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger terms and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) conditions of this Agreement; , closing on the Assets shall take place in multiple closings (each a “Closing”), at a location or such other date as the parties hereto may mutually agree. If all conditions locations in Section VIII hereof are satisfied, or waived Washington County reasonably agreed upon by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IXParties. The place of Each Closing shall be scheduled upon Triad providing notice to MNW that Triad is satisfied with MNW’s, the Lessors’ and Sublessors’ title in, to and under the Assets proposed to be Closed upon, and shall be scheduled in sequence with the other Closings such that the Purchase Price due at any one (1) Closing shall be approximately Fifteen Million Dollars ($15,000,000) (the office “Closing Threshold”) (subject to Triad’s right to waive the Closing Threshold). Notwithstanding the foregoing, each time that Assets with a Purchase Price value approximately equal to the Closing Threshold have satisfied the title and lease review and approval conditions of IBKC this Article 2, Triad shall schedule Closing thereon. The date of each Closing (a “Closing Date”) shall be specified by Triad to MNW at least seven (7) days in advance of such Closing, but in no event once the Closing Threshold is met with respect to a set forth in Section 10.7of Assets shall the Closing Date thereon be scheduled more than twenty-one (21) days after achieving the Closing Threshold. Regardless of whether or not the Closing Threshold is reached, Triad commits to Close at least every thirty (30) days on all acreage that has cleared Title and Lease Examination.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five Upon payment of the Purchase Price, Seller shall deliver or cause to be delivered, in form and substance satisfactory to Buyer (45) days subsequent to unless previously delivered), the last of following items: (i) a certificate or certificates representing the date Equity Interests (or other appropriate instruments evidencing transfer of receipt ownership), accompanied by stock or similar powers duly endorsed in blank by Seller or accompanied by instruments of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and transfer duly executed by Seller; (ii) a certificate of incumbency and authority of Seller dated the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, hereof; (iii) the directors and appropriate officers a duly executed counterpart of the parties shall execute, deliver and acknowledge the Merger Transition Services Agreement, and ; (iv) written resignations, effective as of the parties date hereof, from each of the officers and directors of the Entities; (v) title to all assets attributed to the Entities and their businesses that are not in their possession or titled in their name and would not otherwise be transferred by transfer of the certificates representing the Equity Interests; (vi) an estimated payment of $2,200,000, which payment shall take be made by wire transfer of same day funds to an account or accounts and in such further action including amounts as designated by Buyer in writing. The estimated payment will be reconciled in accordance with the provisions of Section 2.3.; and (without limitationvii) filing evidence of termination of the Merger Agreement as is required to consummate the transactions contemplated by this Agreement Intercompany Cash Pooling Arrangement between CMS Energy Investment LLC and/or CMS Capital LLC and the Merger AgreementEntities (other than Xxxxxxx Pipeline Company LLC, which is not a party to such arrangement). (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay As of the Closing of such durationdate hereof, not exceeding ten Buyer shall deliver or cause to be delivered to Seller (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(cunless previously delivered), the following items: (i) the Purchase Price by wire transfer of same day funds to an account or accounts and no in such delay shall interfere with amounts as designated by Seller in writing; (ii) a certificate of incumbency and authority of Buyer dated the right date hereof; and (iii) a duly executed counterpart of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7Transition Services Agreement.

Time and Place of Closing. (a) The Closing will take place at 10:00 a.m. on a mutually agreed upon the last Business Day within forty-five (45) days subsequent to of the month in which occurs the last of (i) the date that is the required number of receipt days after the date of all required the order of the Federal Reserve approving the Merger pursuant to the BHC Act, (ii) the effective date (including expiration of any applicable waiting period) of the order of the final federal or state regulatory agency approvals of approving the Merger and or the expiration of all required waiting periodsperiods after the filing of all required notices to all federal or state regulatory agencies required to consummate the Merger, and (iiiii) the date on which the stockholders shareholders of PFSL XXX approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto Parties may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party Party entitled to grant such waiver, at the Closing (i) the parties Parties shall each provide to the others other such proof of satisfaction of the conditions in Section VIII as the party Party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties Parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties Parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor Party entitled to grant such waiver, then either WarrantorParty, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) 10 days, as the declaring Warrantor Party shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c)9.1, and no such delay shall interfere with the right of either Warrantor any party to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days as soon as is reasonably practical subsequent to the last of to occur of: (i) the date of receipt of all required federal or state regulatory agency Regulatory Authories’ approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders shareholders of PFSL CMBC approve this Agreement and the Merger at the Stockholders Shareholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; provided, however, that the Closing shall be held not later than thirty (30) days from the date on which the last such condition to Closing is satisfied and may be held on the last Business Day of the month in which such condition is satisfied; or may be held on such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others other such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall authorize, execute, deliver and acknowledge the Merger Agreementarticles and certificate of merger, and (iv) the parties shall take such further action action, including (without limitation) filing the Merger Agreement as is required and any other necessary filings with the Secretary of State of Louisiana to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c)) without the written consent of the non-declaring party, whose consent may be withheld for any or no reason, and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days as soon as is reasonably practical subsequent to the last of to occur of: (i) the date of receipt of all required federal or state regulatory agency Regulatory Authorities’ approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders shareholders of PFSL FGBC approve this Agreement and the Merger at the Stockholders Shareholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; provided, however, that the Closing shall be held as soon as practicable after the date on which the last such condition to Closing is satisfied but in no event after the first day of the calendar month following the month in which such condition has been satisfied; or may be held on such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others other such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, certificates and letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall authorize, execute, deliver and acknowledge the Merger Agreementarticles and certificate of merger, and (iv) the parties shall take such further action action, including (without limitation) filing this Agreement and any other necessary filings with the Merger Agreement as is required Secretary of State of Louisiana and the Florida Department of State to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c)) without the written consent of the non-declaring party, whose consent may be withheld for any or no reason, and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7, or at such other physical location or telephonically, as the parties shall mutually determine.

Time and Place of Closing. and pay all amounts that may become due hereunder if (aA) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as 6.1 (Conditions to Each Party’s Obligation to Consummate the party whose obligations are conditioned upon such satisfaction may reasonably request, Transactions) and Section 6.2 (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers Conditions to Obligations of the parties shall execute, deliver and acknowledge the Merger Agreement, and (ivBuyer) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor the Buyer (other than those conditions that by their terms are to be satisfied at the Closing (assuming the satisfaction of those conditions at such time if Closing were to occur at such time)), (B) all of the conditions in Section 6.3 (Conditions to Obligations of the Seller) have been satisfied or waived by the Seller (other than those conditions that by their terms are to be satisfied at the Closing (assuming the satisfaction of those conditions at such time if Closing were to occur at such time)), (C) the Buyer has not consummated the Closing by the date the Closing is required to have occurred in accordance with Section 1.3 (Time and Place of Closing), (D) the Seller has given irrevocable written notice to the Buyer that the Seller is ready, willing and able to take the actions within its control to consummate the Closing as of such date and within three (3) Business Days thereafter, and (E) the Buyer fails to consummate the Closing on or prior to the third Business Day following the date of delivery of such written notification described in the foregoing clause (E) by the Seller. For the avoidance of doubt, notwithstanding anything in this Agreement (including this Section 8.6 (Specific Performance)) to the contrary, under no circumstances will the Seller, the Target Companies, the General Partner Entities or the Sponsored Funds (collectively with all of their respective Affiliates) be entitled to both monetary damages and a grant such waiver, then either Warrantor, on one of specific performance or more occasions, may declare a delay other equitable remedies that result in the funding of the Equity Financing and/or the consummation of the Closing of such duration, not exceeding ten (10) days, as by the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7Buyer.

Time and Place of Closing. (a) Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, convey, assign and deliver to the Buyer at the Closing, free and clear of all Liens, and the Buyer hereby agrees to purchase, acquire and accept from Seller, the Shares at the Closing. The closing of the Transactions (the “Closing”) will take place upon satisfaction or waiver of each of the conditions set forth in Section 6.1 (other than those conditions that are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions), on the second Business Day after which the Confirmation is dispatched in accordance with Section 2.1(d). The Closing will take place remotely pursuant to the procedures set forth herein. (b) Seller or Buyer, as applicable, will promptly, and in any event within two Business Days after receipt of notice from the applicable Governmental Authority or, if applicable, the passage of any required waiting period, inform the other of when the approvals or waiting periods required by the Competition/Regulatory Laws have been obtained or passed, as the case may be. (c) Seller or Buyer, as applicable, will, promptly and in any event within two Business Days thereafter, inform the other when the other Closing conditions set forth in Section 6.1 (excluding under Sections 6.1(a)(iii), 6.1(a)(vi), 6.1(b)(iii) and 6.1(b)(x)) have been satisfied or waived by the Party entitled to the benefit thereof. (d) After giving the notices provided for in Section 2.1(c), Seller will instruct Seller’s Broker to register the offer of all of the Shares as required by rules of the SSE with the intent to sell such Shares in an auction as a single block effected as a remate martillero on a mutually agreed upon and in accordance with the rules of the SSE (the “Auction”) on the second Business Day within forty-five after such registration (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto SSE may mutually agreespecify). If all conditions Seller will use reasonable best efforts to cause Seller’s Broker to have the deposit of sufficient funds with a nationally recognized broker firm acting on behalf of a bidder be recognized as a condition to any Person’s ability to participate in Section VIII hereof are satisfiedthe Auction. Prior to the commencement of the Auction, Buyer’s Broker will confirm to the reasonable satisfaction of Seller that Buyer has deposited or waived caused to be deposited, at a local Chilean bank, the full amount of the Auction Price. Such funds will be readily available to be drawn by Buyer’s Broker, in immediately available funds (without any further instruction from Buyer, for payment of the Auction Price in United States dollars, if Buyer’s Broker is the successful bidder) on behalf of Buyer, in the Auction. On the date of the Auction, the Parties will cause the Seller’s Broker to offer to sell the Shares on Seller’s behalf and Buyer’s Broker to offer to buy on Buyer’s behalf the Shares for the Auction Price, whereupon, following the conclusion of the Auction process, (i) Seller’s Broker will confirm the sale to Buyer’s Broker by the Confirmation or, if applicable, will confirm the sale to a higher bidder and (ii) two Business Days after the date that the Confirmation is given, if Buyer is the highest bidder in the Auction, Buyer will cause Buyer’s Broker to transfer the deposited funds to Seller’s Broker for payment of the Purchase Price in United States dollars and Buyer’s Broker and Seller’s Broker will proceed with the settlement of the transfer of the shares in the Auction pursuant to the SSE’s rules applicable to a bilateral settlement via brokers (liquidación bilateral). For this purpose, Seller’s Broker will register the Auction with the settlement condition (contado normal), a minimum price of $65.00 per Share, bids to be made in United States dollars only, and Buyer and Seller will direct the Seller’s Broker to obtain authorization from the SSE to use the bilateral settlement mechanism and for payment of the Purchase Price in United States dollars. (e) In the event that Seller obtains Knowledge that a party entitled other than Buyer intends to grant participate in the Auction, Seller or Seller’s Broker will use reasonable efforts to provide or cause Seller’s Broker to provide notice to Buyer and Buyer’s Broker as soon as practicable, which notice will include all material information relating to such waiverthird party bid that is Known to Seller, whereupon, if requested by Seller Parent or Buyer Parent and notwithstanding notice being given to Seller’s Broker to register the offer of all the Shares in accordance with Section 2.1(d), Seller will use its reasonable efforts to cause Seller’s Broker to request the approval of the SSE to delay the commencement of the Auction for three Business Days. (f) All deliveries at the Closing (i) the parties shall each provide will be deemed to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters have occurred simultaneously and opinions required by Section VIII shall none will be delivered, (iii) the directors effective unless and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreementuntil all have occurred. (bg) If on Notwithstanding any date established for other provision hereof or applicable Law to the Closing all conditions contrary, if Buyer fails to pay the full Purchase Price when due under Section 2.1(d), the Shares will not be deemed transferred to Buyer, Buyer will have no ownership interest in Section VIII hereof have not been satisfied or waived by each Warrantor entitled the Shares and any prior action relating to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay the transfer of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall Shares will be at the office of IBKC set forth in Section 10.7void ab initio.

Time and Place of Closing. The closing (the “Closing”) of the purchase and sale of the Verisk Health Shares and the Mediconnect Shares as set forth herein shall be held at the offices of XxXxxxxx & English, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., local time, within five (5) days (on such date within such period as shall be determined by the Purchaser and the Parent or on the fifth such day if the Purchaser and the Parent do not otherwise agree) of the satisfaction or waiver of the last condition to the Closing to be so satisfied or waived contained hereunder (other than conditions intended to be satisfied at Closing, but subject to the satisfaction of such conditions at Closing), unless the Purchaser and the Parent mutually agree to another time and date (the “Closing Date”); provided, however, that, notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions to the Closing contained herein (other than conditions intended to be satisfied at Closing), the Closing shall occur on the earlier of (a) a date during the Marketing Period specified by the Purchaser on no less than three (3) Business Days’ notice to the Parent and (b) the third Business Day after the end of the Marketing Period (subject in each case to the satisfaction or waiver of the conditions to the Closing as of the date determined pursuant to this proviso); provided, further, that, unless the Purchaser otherwise notifies the Parent in writing, the Closing shall not occur and the parties shall not be required to effect the Closing, prior to the thirty-fifth (35th) day following the date of this Agreement. The Closing will take place be deemed effective as of 12:01 a.m. EDT on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger AgreementDate. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will closing of the Transactions (the “Closing”) shall take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals electronically by delivery of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting documents to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, delivered at the Closing (i) by facsimile or other electronic transmission, except for certain documents to be delivered in person at the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII Closing. The Closing shall be delivered, (iii) effective as of 12:01 A.M. on the directors Closing Date. All document deliveries and appropriate officers of the parties payments by one party to another party at Closing shall execute, deliver be deemed to have occurred simultaneously and acknowledge the Merger Agreement, none shall be effective until and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreementunless all have occurred. (b) If on At the Closing, the Seller is delivering or causing to be delivered to Buyer: (i) an Assignment Agreement, in the form attached hereto as Exhibit D, together with any date established for other documents that are necessary to transfer to the Closing Buyer good and valid title to all conditions Company Units, duly executed and delivered by the Seller; (ii) an Assignment Agreement, in Section VIII hereof have not been satisfied or waived the form attached hereto as Exhibit E, together with any other documents that are necessary to transfer to the Buyer all title, rights and interest held by each Warrantor entitled Seller under the Purchased Loan, duly executed and delivered by the Seller; (iii) written evidence reasonably satisfactory to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay the Purchaser of the Closing assignment by Education Trademark. B.V. to Seller of such durationthe Purchased Loan in the amount of $15,000,000; (iv) the minute books, not exceeding ten stock ledgers and similar corporate records of the Acquired Companies; (10v) daysresignation letters, in the agreed form and effective at Closing, for each resigning director, manager, officer, administrator and attorney-in-fact of the Acquired Companies; (vi) the original or certified copies of the minutes of the meeting (or a written resolution) of the board of directors and shareholders/managers and partners of the Seller and the Target Company, in agreed form, at which it has been resolved to approve the Transaction Agreements and the Transactions contemplated thereunder; and (vii) the Transition Services Agreement, in the form attached hereto as Exhibit A, duly executed and delivered by the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph Seller and ULatina. (c) of Section 9.1(c)At Closing, the Buyer is delivering or causing to be delivered to the Seller: (i) an Assignment Agreement, in the form attached hereto as Exhibit D, together with any other documents that are necessary to transfer to the Buyer good and no such delay shall interfere valid title to all Company Units, duly executed and delivered by the Buyer, and (ii) an Assignment Agreement, in the form attached hereto as Exhibit E, together with any other documents that are necessary to transfer to the right of either Warrantor Buyer all title, rights and interest held by Seller under the Purchased Loan, duly executed and delivered by the Buyer. (d) At the Closing, the Buyer is paying or causing to declare a termination be paid: (i) the Estimated Purchase Price to Seller pursuant to Section IX. The place 2.3; (ii) the Relevant Debt to the Persons entitled thereto pursuant to the Payoff Letters (copies of which shall have been provided to Buyer at least three Business Days prior to the Closing shall be at Date); and (iii) the office Transaction Expenses by wire transfer of IBKC set forth in Section 10.7immediately available funds to the bank accounts designated prior to the Closing by the Persons to whom such expenses are payable.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent Subject to the last of (i) satisfaction or, to the date of receipt of all required federal or state regulatory agency approvals extent permitted by law, waiver, of the Merger and closing conditions set forth in Article 11, the expiration of all required waiting periodsClosing shall be held on or before May 31, and 2009 (iithe “Closing Date”), either (1) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(boffices of Seller or (2) concurrently at the offices of this Agreement; or such other date Buyer and Seller by teleconference and facsimile exchange of executed documents, as the parties hereto may mutually agreedetermine, . If all conditions in Section VIII hereof are satisfied, or waived by Aero shall have the party entitled option to grant such waiver, at extend the Closing Date for up to three additional months upon providing Sellers (i1) written notification not less than five business days prior to the current Closing Date, together with (2) the parties shall cash payment of Ten Thousand Dollars ($10,000) - 19 - for each provide additional month the Closing Date is extended. Any amount(s) paid by Buyer to the others Sellers in exercising such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (iiClosing Date extension option(s) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) credited against the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger AgreementPurchase Price at Closing, and (iv) such payment shall be non-refundable, unless the parties shall take such further action including (without limitation) filing termination or failure to close is the Merger Agreement as is required to consummate the transactions contemplated by result of a material breach of this Agreement and the Merger Agreementby one or both Sellers. (b) If on any the date established for on which the Closing all would otherwise be required to take place pursuant to Section 12.1(a) above there shall be in effect (i) any judgment, decree, order or other prohibition of a court of competent jurisdiction having the force of law that would prevent or make unlawful the Closing, or (ii) any other circumstance beyond the reasonable control of the Sellers or Buyer shall exist that would prevent the Closing or the satisfaction of any of the conditions precedent to any party set forth in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiverArticle 11, then either Warrantorthe Sellers or Buyer may, at its option (subject to Section 10.1(b)(i)), postpone the date on one or more occasions, may declare a delay of which the Closing of is required to take place until such durationdate, not exceeding to be set by the party that elects to postpone the date for Closing pursuant to this Section 12.1(b) on at least ten (10) business days' written notice to the other party, as the declaring Warrantor shall selectsoon as practicable after such judgment, but no decree, order or other prohibition ceases to be in effect, or such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor other circumstance ceases to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7exist.

Time and Place of Closing. Subject to (a) The Closing will take place on a mutually agreed upon Business Day within forty-five the requirements of Section 6.19, (45b) days subsequent satisfaction or, to the last of extent permissible by law, waiver (i) by the date of receipt of all required federal or state regulatory agency approvals party for whose benefit the closing condition is imposed), on the Closing Date of the Merger closing conditions described in Articles 7, 8 and the expiration of all required waiting periods9, and (iic) the date on which provisions of Section 11.2 hereof, the stockholders closing of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and (the Merger Agreement. (b"Closing") If on any date established for shall take place at the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant offices of Dow, Lohnxx & Xlbexxxxx, XXLC, 1200 Xxx Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. xx at such waiverother place as the parties shall mutually agree, then either Warrantorat 10:00 a.m., local time, on one or more occasionsAugust 28, may declare a delay 1998 (the "Closing Date"). Notwithstanding the foregoing, but subject to the provisions of Section 11.2, to the extent that on the date otherwise scheduled for Closing hereunder, any of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date conditions precedent set forth in subparagraph Sections 7.1, 7.2, 8.4, 8.10 (c) of subject to Section 9.1(c6.19), 9.4 and no such delay shall interfere with 9.10 are not satisfied (other than as the right result of either Warrantor to declare a termination pursuant to Section IX. The place permanent, final, non-appealable injunction prohibiting the consummation of this Agreement), the Closing Date shall be postponed to a date reasonably agreed to by Christian and Paxsxx-00 that is not more than five (5) business days after the date on which the circumstances preventing such conditions from being satisfied are no longer applicable. In the event any material loss or damage of the Assets exists on the Closing Date, then, notwithstanding any other provision of this Agreement, the Transferee at its option may extend the Closing Date for a period of up to sixty (60) days until such time as the Transferor shall have repaired, replaced and restored any such damaged or lost Asset substantially to its prior condition. Alternatively, at the office request of IBKC set forth in Section 10.7the Transferee, the Transferor shall assign to the Transferee the insurance proceeds and pay to the Transferee the applicable deductible relating to the loss or damage and consummate the transactions contemplated hereby on the Closing Date.

Time and Place of Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.1., and subject to the satisfaction or waiver of the conditions set forth in Section 7, the purchase and sale of the Assets, subject to the Assumed Liabilities, pursuant to this Agreement (athe "Closing") The Closing will shall take place at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 0000 Xxx Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, contemporaneously with the closing of the Reorganization Event unless the Initial Public Offering unless the Initial Public Offering does not occur by March 31, 1998, in which case this Agreement shall be rendered null and void, or unless another date, time or place is agreed to in writing by the parties hereto (the day on a mutually agreed upon Business Day within forty-five (45) days subsequent to which the last of Closing takes place being the "Closing Date"). At the Closing: (i) Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. shall deliver to the date Company the xxxx of receipt sale, instruments of all required federal or state regulatory agency approvals of the Merger assignment and the expiration of all required waiting periodsassumption, transfer documents, and other documents and materials theretofore held in escrow from the Closing in Escrow; (ii) the date on which Business Contribution Member and the stockholders of PFSL approve this Agreement at Shareholders shall deliver to the Stockholders Meeting to be held Company updated certificates, dated the Closing Date, required pursuant to Section 7.1(bSections 7.2(a) and 7.2(b) below, and an updated opinion of this Agreement; or such other date counsel as the parties hereto may mutually agree. If all conditions referred to in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i1.3(a) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters above; and opinions required by Section VIII shall be delivered, (iii) the directors Company shall deliver the Initial Purchase Price to the Business Contribution Member, which shall be payable to the Business Contribution Member pursuant to the terms of Section 1.4 above, and with the Company Stock collateralized against the Business Contribution Member Loan being delivered to the Company as appropriate). At Closing, Company, Business Contribution Member, Shareholders and Specific Company Subsidiary shall also take all additional steps as may be necessary or appropriate officers to deliver the Assets to the Specific Company Subsidiary, have the Specific Company Subsidiary assume the Assumed Liabilities, and put the Specific Company Subsidiary in physical possession and operating control of the parties shall execute, deliver Business and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7Assets.

Time and Place of Closing. (a) The Upon the terms and subject to the satisfaction of the conditions contained in Article VIII, the closing of the sale of the Auctioned Assets contemplated by this Agreement (the "Closing") will take place on such date as the Parties may agree, which date shall be as soon as practicable, but no later than ten Business Days, following the date on which all of the conditions set forth in Article VIII have been satisfied or waived, at the Washington, D.C. offices of Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP, or at such other place or time as the Parties may agree. Notwithstanding the foregoing, in the event all conditions set forth in Article VIII are satisfied other than the condition set forth in Section 8.3(h), Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent with respect to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger Auctioned Assets as set forth above, provided, however, the Panda Release shall occur only upon satisfaction or waiver of the condition set forth in Section 8.3(h) (which condition may only be waived by Seller if the MDPSC has either issued an order determining that the Panda Release does not violate the Panda PPA or dismissed the proceeding listed at Item 1 of Schedule 5.8). The date and the expiration of all required waiting periods, and (ii) the date on time at which the stockholders of PFSL approve this Agreement at the Stockholders Meeting Closing actually occurs is hereinafter referred to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the "Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger AgreementDate". (b) If on any date established for The Parties agree that in the event there is a post-Closing Panda Release, the effect hereunder shall be limited to (i) the Purchase Price adjustments and other payments contemplated by Section 3.4; (ii) delivery by the Parties at the time of the Panda Release of a Novation or other instruments of assignment and assumption in respect of the Panda PPA, or an acknowledgement of the applicability as of the time of the Panda Release of the provisions of Section II of Schedule 2.4 hereto to the Panda PPA; (iii) exclusion of the Panda PPA from the scope of all representations, warranties and opinions delivered at Closing (which representations, warranties and opinions as to the Panda PPA will be required to be delivered at the time of the Panda Release); and (iv) references in this Agreement and the Ancillary Agreements to the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled Date relating to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay the Panda PPA shall be deemed references to the date of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7Panda Release.

Time and Place of Closing. (a) The Closing will shall take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) September 14, 1999, or (ii) such later date no later than October 31, 1999 mutually satisfactory to the date of receipt of all required federal Company and Parent which is no later than the fifth business day after satisfaction (or state regulatory agency approvals waiver) of the conditions to the Closing set forth in Articles VII and VIII hereof (other than those conditions which require the delivery of any documents or the taking of other action at the Closing) at 10:00 a.m., New York time, at the offices of Xxxxxx Xxxxxxx & Xxxx, LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. In the event that at the Closing no party exercises any right it may have to terminate this Plan of Merger and no condition to the expiration obligations of all the parties exists that has not been satisfied or waived, the parties shall (i) deliver to each other at the Closing the certificates and other documents required waiting periods, to be delivered under this Section 2.6 and Articles VII and VIII hereof and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting Closing, or as soon thereafter as practicable, cause the Merger to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived consummated by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Certificate of Merger Agreement as is required to consummate with the transactions contemplated by this Agreement and the Merger AgreementSecretary of State of California. (b) If on any date established for In addition to the Closing all conditions in other things required to be done hereby, at the Closing, the Company shall deliver or cause to be delivered to Parent the following: (i) a copy of the resolutions of (A) the board of directors of the Company authorizing the execution, delivery and performance of this Plan of Merger, the Merger Agreement and the consummation of the transactions contemplated hereby and thereby and (B) the shareholders of the Company approving and adopting this Plan of Merger and the Merger Agreement as required by Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver8.2, then either Warrantor, on one or more occasions, may declare and a delay certificate of the Company's secretary dated as of the Closing Date, that the resolutions referred to in the foregoing clauses (A) and (B) were duly adopted and are in full force and effect; (ii) the corporate seal and all of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) minute books and stock transfer books of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.the

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five closing (45the "Closing") days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve transactions contemplated by this Agreement at the Stockholders Meeting to will be held pursuant to Section 7.1(b) of this Agreement; on 26 March 1998 or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, The Closing shall commence at 10:00 a.m. at the Closing (i) offices of Medirisk, Inc., Two Piedmont Center, Suite 400, 3565 Xxxxxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000 xx at such other time or place upon which the parties agree. The date on which Closing occurs shall each provide be referred to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement"Closing Date." (b) If The parties hereto agree that should the Closing occur, the effective time and date of the Merger solely for accounting purposes shall be 12:01 a.m. Eastern Time on any date established 23 March 1998 (the "Accounting Effective Date"). By way of explanation, the parties intend, in light of the de facto control of the Company's business exerted by Medirisk from and after 23 March 1998, that all revenue generated after 23 March 1998 shall be for the Closing benefit of Medirisk. The parties acknowledge that while for accounting purposes the effective date of the Merger shall be 23 March 1998, no obligations that accrue under contracts or agreements prior to the Merger Effective Time and no accrued liabilities of the Company shall be assumed, directly or indirectly, by Medirisk except unless and until the Merger Effective Time, that no employees or other agents of the Company shall directly or indirectly become employees or other agents of Medirisk for any period prior to the Merger Effective Time, and that all conditions covenants, representations and warranties in the certificates to be provided by the Shareholders pursuant to Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay 5.1 shall be made and dated as of the Closing of such durationDate. Notwithstanding the foregoing, not exceeding ten (10) daysneither the Company nor the Shareholders shall have any liability nor bear any cost arising from or associated with Medirisk's inability to account, as for any purpose, for the declaring Warrantor shall select, but no such delay shall extend beyond transaction contemplated hereby on the last date basis set forth in subparagraph (c) of this Section 9.1(c7.1(b), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The closing of the transactions contemplated hereby (the "CLOSING") will take place at 9:00 A.M. on the date that the Closing Date occurs, or at such other time as the Parties, acting through their authorized officers, may mutually agree. The Closing shall be held at the offices of Xxxxxx & Bird llp, 0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000. Subject to the terms and conditions hereof, unless otherwise mutually agreed upon in writing by the authorized officers of each Party, the Parties shall use their reasonable efforts to cause the Closing to occur on the last business day of the month in which the FCC consents to the transactions contemplated by this Agreement; provided however, that if such Consent is granted on or after the twenty-fifth (25) calendar day of such month, then the Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals fifth business day of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreementfollowing month. (b) If on any date established for Not later than five (5) business days prior to the Closing Date, Hyde's shall deliver or cause to be delivered to Satellink the Estimated Financial Data. At the Closing Shareholder shall deliver to Satellink the certificate or certificates representing the Shares sold by Shareholder hereunder, which certificate shall be duly endorsed by Shareholder for transfer to Satellink or accompanied by a duly executed assignment separate from such certificate. At the Closing, Satellink shall (a) pay to Shareholder, against delivery of a certificate or certificates duly endorsed for transfer representing the Shares respectively sold hereunder by Shareholder an amount equal to: (i) ninety percent (90%) of the Estimated Purchase Price, plus (ii) all conditions in Section VIII hereof have not been satisfied or waived cash and cash equivalents held by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay Hyde's as of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.Date; plus

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five closing (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b"Closing") of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement shall take place by mail through escrow arrangements satisfactory to the parties hereto on November 8, 1996, or at such other time and place upon which the Merger Agreementparties may agree. The date on which the Closing is held is hereinafter referred to as the "Closing Date." (b) If prior to or on any date established for the Closing all conditions in Section VIII hereof have Date: each license to operate the Business by the state agency or agencies with jurisdiction over the licensing of the Business has not been satisfied or waived by each Warrantor entitled issued to grant such waiverBuyer (the "Required Approvals"); then, then either Warrantor, on one or more occasions, may declare a delay of the Closing of Date automatically shall be extended until the date which is sixty (60) days after the date hereof; provided, however, that if the Required Approvals are not obtained by such durationdate, not exceeding ten (10) daysthis Agreement automatically shall terminate, as the declaring Warrantor unless Buyer and Seller shall selectmutually agree to extend said date, but no and such delay termination shall extend beyond the last date set forth be governed in subparagraph accordance with Article XI herein. (c) of Section 9.1(c)If prior to or on the Closing Date, and no such delay Buyer shall interfere with have the right to terminate this Agreement by reason of either Warrantor to declare a termination pursuant to the occurrence of any of the events specified in Section IX. The place of Closing 1.3(b) or Section 1.5 above, then Buyer, in its sole discretion shall be at entitled to extend the office Closing Date for up to an additional sixty (60) days to provide time to obtain the consents or approvals contemplated thereby. If prior to or on the Closing Date, Buyer shall have the right to terminate this Agreement by reason of IBKC set forth the occurrence of any of the events specified in Section 10.71.5 above, then Sellers, in their sole discretion, shall be entitled to extend the Closing Date until November 15, 1996, to provide time to obtain the consents or approvals or acknowledgments contemplated thereby.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve Unless this Agreement at the Stockholders Meeting to be held is earlier terminated pursuant to Section 7.1(b) Article VI hereof, the closing of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement, including the purchase and sale of the Interests (the “Closing”), shall take place on the third Business Day following satisfaction or waiver of all the conditions set forth in Article V hereof (other than those conditions intended to be satisfied or waived at the Closing), at 10:00 a.m., New York City time, at the offices of Wxxxxxx Xxxx & Gxxxxxxxx LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time or place shall be agreed to by the parties (the “Closing Date”); provided, however, that in the event Buyer has not obtained all required Gaming Approvals and all the other conditions set forth in Article V hereof have been satisfied or waived, the Closing shall take place on the third Business Day following Buyer’s receipt of all required Gaming Approvals, subject to Buyer’s and Seller’s right to terminate this Agreement and pursuant to Section 6.1 hereof; provided, further, that the Merger Closing Date shall not be after the date that is six (6) months after the date hereof (the “Scheduled Closing Date”), unless: (a) Buyer deposits with the Escrow Agent an additional Eight Million Five Hundred Thousand Dollars ($8,500,000) (which amount shall thereafter be included in the Deposit for all purposes of this Agreement.); and (b) If Buyer has not received all required Gaming Approvals on any date established for or before three (3) Business Days before the Scheduled Closing Date; in which case the Closing Date shall be extended to the earlier of: (i) three (3) Business Days after Buyer receives all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiverrequired Gaming Approvals; and (ii) ninety (90) days after the Scheduled Closing Date (the “Extended Closing Date”); provided, then either Warrantorfurther, on one or more occasions, may declare a delay of that the Closing of such durationDate shall not be after the Extended Closing Date, not exceeding ten unless: (101) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere Buyer deposits with the right Escrow Agent an additional Eight Million Five Hundred Thousand Dollars ($8,500,000) (which amount shall thereafter be included in the Deposit for all purposes of either Warrantor to declare a termination pursuant to Section IX. The place of this Agreement); and (2) Buyer has not received all required Gaming Approvals on or before three (3) Business Days before the Extended Closing Date; in which case the Closing Date shall be at extended to the office of IBKC set forth in Section 10.7earlier of: (A) three (3) Business Days after Buyer receives the required Gaming Approvals; and (B) ninety (90) days after the Extended Closing Date.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within fortytwenty-five one (4521) days, or such lesser number of days as is reasonably practical, subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL PIC approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall authorize, execute, deliver and acknowledge the Merger Agreementarticles and certificate of merger, and (iv) the parties shall take such further action action, including (without limitation) filing the Merger Agreement as is required and any other necessary filings with the Secretary of State of Louisiana and necessary filings with the Secretary of State of Arkansas, to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will shall take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) September 14, 1999, or (ii) such later date no later than October 31, 1999 mutually satisfactory to the date of receipt of all required federal Company and Parent which is no later than the fifth business day after satisfaction (or state regulatory agency approvals waiver) of the conditions to the Closing set forth in Articles VII and VIII hereof (other than those conditions which require the delivery of any documents or the taking of other action at the Closing) at 10:00 a.m., New York time, at the offices of Xxxxxx Xxxxxxx & Xxxx, LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. In the event that at the Closing no party exercises any right it may have to terminate this Plan of Merger and no condition to the expiration obligations of all the parties exists that has not been satisfied or waived, the parties shall (i) deliver to each other at the Closing the certificates and other documents required waiting periods, to be delivered under this Section 2.6 and Articles VII and VIII hereof and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting Closing, or as soon thereafter as practicable, cause the Merger to be held pursuant consummated by filing the Certificate of Merger with the Secretary of State of California. (b) In addition to Section 7.1(b) of this Agreement; or such the other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled things required to grant such waiverbe done hereby, at the Closing Closing, the Company shall deliver or cause to be delivered to Parent the following: (i) the parties shall each provide to the others such proof of satisfaction a copy of the conditions resolutions of (A) the board of directors of the Company authorizing the execution, delivery and performance of this Plan of Merger, the Merger Agreement and the consummation of the transactions contemplated hereby and thereby and (B) the shareholders of the Company approving and adopting this Plan of Merger and the Merger Agreement as required by Section 8.2, and a certificate of the Company's secretary dated as of the Closing Date, that the resolutions referred to in Section VIII as the party whose obligations foregoing clauses (A) and (B) were duly adopted and are conditioned upon such satisfaction may reasonably request, in full force and effect; (ii) the certificates, letters corporate seal and opinions required by Section VIII shall be delivered, all of the minute books and stock transfer books of the Company; (iii) the directors and appropriate written resignations of all of the officers of the parties Company and all of the members of the board of directors of the Company; (iv) good standing certificates requested by Parent; (v) a duly executed officer's certificate as required by Section 1103 of the Corporations Code; and (vi) if not previously delivered to Parent, all other certificates and such other instruments, releases and documents required pursuant hereto to be delivered by or on behalf of the Company at or prior to the Closing pursuant to Article VII or otherwise required, or reasonably requested by Parent, in connection herewith. (c) In addition to the other things required to be done hereby, at the Closing, Parent and Newco shall executedeliver to the Company the following: (i) a copy of the resolutions of (A) the board of directors of Newco authorizing the execution, deliver delivery and acknowledge performance of this Plan of Merger, the Merger Agreement and the consummation of the transactions contemplated hereby and thereby and (B) the sole shareholder of Newco approving and adopting this Plan of Merger and the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement a certificate of Newco's secretary, dated as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing Date, that the resolutions referred to in the foregoing clauses (A) and (B) were duly adopted and are in full force and effect; and (ii) if not previously delivered to the Company, all other certificates and such other instruments and documents required pursuant hereto to be delivered by or on behalf of such duration, not exceeding ten (10) days, as Parent or Newco at or prior to the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination Closing pursuant to Section IX. The place of Closing shall be at Article VIII or otherwise required, or reasonably requested by the office of IBKC set forth Company, in Section 10.7connection herewith.

Time and Place of Closing. The transactions contemplated by this Agreement shall be consummated at a closing (the "Closing") held on the date that the parties agree to next after the Buyer has secured its financing (the "Closing Date") at the Dallas, Texas offices of Bracxxxxx & Xattxxxxx, XXP, or at such other place or in such other manner as the parties may mutually designate, and shall be effective on the Effective Date, unless otherwise specifically provided herein. In connection with such Closing, all of the following transactions were considered to have taken place simultaneously and no delivery or payment was considered to have been made until all transactions taken at the Closing had been completed: (a) The Closing will take place on a mutually agreed upon Business Day within forty-five PRN has duly executed and/or delivered to Buyer, as part of the Operative Documents (45) days subsequent to defined below), the last of following: (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and this Agreement; (ii) a Certificate duly executed by the date on which Secretary of PRN that certifies (A) the stockholders due adoption by the Board of PFSL approve Directors and the sole shareholder of PRN of resolutions attached to such Certificate authorizing the execution of this Agreement at and the Stockholders Meeting Operative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those officers of PRN duly authorized on its behalf in connection with the documents and transactions referred to be held pursuant in (A) above; and (C) that the copy of the Articles of Incorporation and Bylaws of PRN attached to Section 7.1(bsuch Certificate are true and correct copies thereof and that such Articles and Bylaws have not been amended or modified in any way except as reflected in such copies; (iii) An opinion of this Agreementcounsel for PRN in form and substance satisfactory to counsel for Buyer in the form of Exhibit A hereto; (iv) All of the consents of third persons necessary to effectuate the valid assignment to Buyer of the Contracts, Leases, Licenses and Permits to which PRN is a party or by which it or its assets are bound shall have been obtained in a form reasonably satisfactory to Buyer, without any diminution of the value of the Purchased Assets. (v) All UCC-3s or other financing statements necessary to release any liens and/or any other encumbrances on the Purchased Assets; and (vi) all other documents or such certificates, instruments and other date items necessary to effect the transactions contemplated hereby. (b) AASI has duly executed and/or delivered to Buyer, as part of the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfiedOperative Documents, or waived by the party entitled to grant such waiver, at the Closing following: (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, this Agreement; (ii) a Certificate duly executed by the certificates, letters Secretary of AASI that certifies (A) the due adoption by the Board of Directors and opinions required by Section VIII shall be delivered, the sole shareholder of AASI of resolutions attached to such Certificate authorizing the execution of this Agreement and the Operative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those officers of AASI duly authorized on its behalf in connection with the documents and transactions referred to in (A) above; and (C) that the copy of the Articles of Incorporation and Bylaws of AASI attached to such Certificate are true and correct copies thereof and that such Articles and Bylaws have not been amended or modified in any way except as reflected in such copies; (iii) An opinion of counsel for AASI in form and substance satisfactory to counsel for Buyer in the directors and appropriate officers form of the parties shall execute, deliver and acknowledge the Merger Agreement, and Exhibit A hereto; (iv) All of the parties consents of third persons necessary to effectuate the valid assignment to Buyer of the Contracts, Leases, Licenses and Permits to which AASI is a party or by which it or its assets are bound shall take have been obtained in a form reasonably satisfactory to Buyer, without any diminution of the value of the Purchased Assets; (v) All UCC-3s or other financing statements necessary to release any liens and/or other encumbrances on the Purchased Assets; and (vi) all other documents or certificates, instruments and other items necessary to effect the transactions contemplated hereby. (c) Parent has duly executed and/or delivered to Buyer, as part of the Operative Documents, the following: (i) this Agreement; (ii) a Certificate duly executed by the Secretary of Parent that certifies (A) the due adoption by the Board of Directors of Parent of resolutions attached to such further action including Certificate authorizing the execution of this Agreement and the Operative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those officers of Parent duly authorized on its behalf in connection with the documents and transactions referred to in (A) above; and (C) that the copy of the Articles of Incorporation and Bylaws of Parent attached to such Certificate are true and correct copies thereof and that such Articles and Bylaws have not been amended or modified in any way except as reflected in such copies; (iii) an opinion of counsel for Parent in form and substance satisfactory to counsel for Buyer in the form of Exhibit A hereto; (iv) all consents and/or approvals necessary from any third parties, including, without limitation) filing the Merger Agreement as is required , any financial institutions, to consummate the transactions contemplated by this Agreement; and (v) all other documents or certificates, instruments and other items necessary to effect the transactions contemplated hereby. (d) Buyer has duly executed and/or delivered to Sellers and/or Parent as part of the Operative Documents, the following: (i) the Purchase Price; (ii) a Certificate duly executed by the Secretary of Buyer that certifies (A) the due adoption by the General Partner of Buyer of resolutions attached to such Certificate authorizing the execution of this Agreement and the Merger AgreementOperative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those representatives of Buyer duly authorized on its behalf in connection with the documents and transactions referred to in (A) above; and (C) that the copy of the Partnership Agreement of Buyer attached to such Certificate is a true and correct copy thereof, and that the Partnership Agreement has not been amended or modified in any way except as reflected in such copies; and (iii) an opinion of counsel for Buyer in form and substance satisfactory to counsel for PRN, AASI and Parent in the form of Exhibit C hereto. (be) If on any date established for At the Closing Closing, and at all conditions in Section VIII hereof have not been satisfied or waived by times thereafter as may be necessary, each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing Sellers and Parent shall execute and deliver to Buyer such other instruments of such duration, not exceeding ten (10) days, transfer as shall be reasonably necessary or appropriate to vest in Buyer title to the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), Purchased Assets and no such delay shall interfere to comply with the right purposes and intent of either Warrantor this Agreement. Further, each of the parties hereto agrees to declare a termination pursuant cooperate fully with each other and with the other party's respective counsel and accountants in connection with any steps required to Section IX. The place be taken as part of Closing shall be at their respective obligations hereunder and all parties agree to use their reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective the office of IBKC set forth in Section 10.7transactions contemplated by this Agreement.

Time and Place of Closing. (a) The Upon the terms and subject to the satisfaction of the conditions contained in Article VIII, the closing of the sale of the Auctioned Assets contemplated by this Agreement (the "Closing") will take place on such date as the Parties may agree, which date shall be as soon as practicable, but no later than ten Business Days, following the date on which all of the conditions set forth in Article VIII have been satisfied or waived, at the Washington, D.C. offices of Dickxxxxx Xxxpxxx Xxxix & Xshixxxx XXX, or at such other place or time as the Parties may agree. Notwithstanding the foregoing, in the event all conditions set forth in Article VIII are satisfied other than the condition set forth in Section 8.3(h), Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent with respect to the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger Auctioned Assets as set forth above, provided, however, the Panda Release shall occur only upon satisfaction or waiver of the condition set forth in Section 8.3(h)(which condition may only be waived by Seller if the MDPSC has either issued an order determining that the Panda Release does not violate the Panda PPA or dismissed the proceeding listed at Item 1 of Schedule 5.8). The date and the expiration of all required waiting periods, and (ii) the date on time at which the stockholders of PFSL approve this Agreement at the Stockholders Meeting Closing actually occurs is hereinafter referred to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the "Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger AgreementDate". (b) If on any date established for The Parties agree that in the event there is a post-Closing Panda Release, the effect hereunder shall be limited to (i) the Purchase Price adjustments and other payments contemplated by Section 3.4; (ii) delivery by the Parties at the time of the Panda Release of a Novation or other instruments of assignment and assumption in respect of the Panda PPA, or an acknowledgement of the applicability as of the time of the Panda Release of the provisions of Section II of Schedule 2.4 hereto to the Panda PPA; (iii) exclusion of the Panda PPA from the scope of all representations, warranties and opinions delivered at Closing (which representations, warranties and opinions as to the Panda PPA will be required to be delivered at the time of the Panda Release); and (iv) references in this Agreement and the Ancillary Agreements to the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled Date relating to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay the Panda PPA shall be deemed references to the date of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7Panda Release.

Time and Place of Closing. The transactions contemplated by this Agreement shall be consummated at a closing (the "Closing") held on the date that the parties agree to next after the Buyer has secured its financing (the "Closing Date") at the Dallas, Texas offices of Xxxxxxxxx & Xxxxxxxxx, LLP, or at such other place or in such other manner as the parties may mutually designate, and shall be effective on the Effective Date, unless otherwise specifically provided herein. In connection with such Closing, all of the following transactions were considered to have taken place simultaneously and no delivery or payment was considered to have been made until all transactions taken at the Closing had been completed: (a) The Closing will take place on a mutually agreed upon Business Day within forty-five PRN has duly executed and/or delivered to Buyer, as part of the Operative Documents (45) days subsequent to defined below), the last of following: (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and this Agreement; (ii) a Certificate duly executed by the date on which Secretary of PRN that certifies (A) the stockholders due adoption by the Board of PFSL approve Directors and the sole shareholder of PRN of resolutions attached to such Certificate authorizing the execution of this Agreement at and the Stockholders Meeting Operative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those officers of PRN duly authorized on its behalf in connection with the documents and transactions referred to be held pursuant in (A) above; and (C) that the copy of the Articles of Incorporation and Bylaws of PRN attached to Section 7.1(bsuch Certificate are true and correct copies thereof and that such Articles and Bylaws have not been amended or modified in any way except as reflected in such copies; (iii) An opinion of this Agreementcounsel for PRN in form and substance satisfactory to counsel for Buyer in the form of Exhibit A hereto; (iv) All of the consents of third persons necessary to effectuate the valid assignment to Buyer of the Contracts, Leases, Licenses and Permits to which PRN is a party or by which it or its assets are bound shall have been obtained in a form reasonably satisfactory to Buyer, without any diminution of the value of the Purchased Assets. (v) All UCC-3s or other financing statements necessary to release any liens and/or any other encumbrances on the Purchased Assets; and (vi) all other documents or such certificates, instruments and other date items necessary to effect the transactions contemplated hereby. (b) AASI has duly executed and/or delivered to Buyer, as part of the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfiedOperative Documents, or waived by the party entitled to grant such waiver, at the Closing following: (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, this Agreement; (ii) a Certificate duly executed by the certificates, letters Secretary of AASI that certifies (A) the due adoption by the Board of Directors and opinions required by Section VIII shall be delivered, the sole shareholder of AASI of resolutions attached to such Certificate authorizing the execution of this Agreement and the Operative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those officers of AASI duly authorized on its behalf in connection with the documents and transactions referred to in (A) above; and (C) that the copy of the Articles of Incorporation and Bylaws of AASI attached to such Certificate are true and correct copies thereof and that such Articles and Bylaws have not been amended or modified in any way except as reflected in such copies; (iii) An opinion of counsel for AASI in form and substance satisfactory to counsel for Buyer in the directors and appropriate officers form of the parties shall execute, deliver and acknowledge the Merger Agreement, and Exhibit A hereto; (iv) All of the parties consents of third persons necessary to effectuate the valid assignment to Buyer of the Contracts, Leases, Licenses and Permits to which AASI is a party or by which it or its assets are bound shall take have been obtained in a form reasonably satisfactory to Buyer, without any diminution of the value of the Purchased Assets; (v) All UCC-3s or other financing statements necessary to release any liens and/or other encumbrances on the Purchased Assets; and (vi) all other documents or certificates, instruments and other items necessary to effect the transactions contemplated hereby. (c) Parent has duly executed and/or delivered to Buyer, as part of the Operative Documents, the following: (i) this Agreement; (ii) a Certificate duly executed by the Secretary of Parent that certifies (A) the due adoption by the Board of Directors of Parent of resolutions attached to such further action including Certificate authorizing the execution of this Agreement and the Operative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those officers of Parent duly authorized on its behalf in connection with the documents and transactions referred to in (A) above; and (C) that the copy of the Articles of Incorporation and Bylaws of Parent attached to such Certificate are true and correct copies thereof and that such Articles and Bylaws have not been amended or modified in any way except as reflected in such copies; (iii) an opinion of counsel for Parent in form and substance satisfactory to counsel for Buyer in the form of Exhibit A hereto; (iv) all consents and/or approvals necessary from any third parties, including, without limitation) filing the Merger Agreement as is required , any financial institutions, to consummate the transactions contemplated by this Agreement; and (v) all other documents or certificates, instruments and other items necessary to effect the transactions contemplated hereby. (d) Buyer has duly executed and/or delivered to Sellers and/or Parent as part of the Operative Documents, the following: (i) the Purchase Price; (ii) a Certificate duly executed by the Secretary of Buyer that certifies (A) the due adoption by the General Partner of Buyer of resolutions attached to such Certificate authorizing the execution of this Agreement and the Merger AgreementOperative Documents and the taking of all actions contemplated hereby or thereby; (B) the incumbency and true signatures of those representatives of Buyer duly authorized on its behalf in connection with the documents and transactions referred to in (A) above; and (C) that the copy of the Partnership Agreement of Buyer attached to such Certificate is a true and correct copy thereof, and that the Partnership Agreement has not been amended or modified in any way except as reflected in such copies; and (iii) an opinion of counsel for Buyer in form and substance satisfactory to counsel for PRN, AASI and Parent in the form of Exhibit C hereto. (be) If on any date established for At the Closing Closing, and at all conditions in Section VIII hereof have not been satisfied or waived by times thereafter as may be necessary, each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing Sellers and Parent shall execute and deliver to Buyer such other instruments of such duration, not exceeding ten (10) days, transfer as shall be reasonably necessary or appropriate to vest in Buyer title to the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), Purchased Assets and no such delay shall interfere to comply with the right purposes and intent of either Warrantor this Agreement. Further, each of the parties hereto agrees to declare a termination pursuant cooperate fully with each other and with the other party's respective counsel and accountants in connection with any steps required to Section IX. The place be taken as part of Closing shall be at their respective obligations hereunder and all parties agree to use their reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective the office of IBKC set forth in Section 10.7transactions contemplated by this Agreement.

Time and Place of Closing. The transaction contemplated by this Agreement shall be consummated (athe "CLOSING") The Closing will take place at 10:00 a.m. local time, at the offices of Altheimer & Xxxx, 00 Xxxxx Xxxxxx Drive, Suite 4000, Chicago, Illinois 60606, on a or prior to June 21, 1999 or on such other date, or at such other time or place, as shall be mutually agreed upon Business Day within forty-five (45) days subsequent by Sellers and Purchaser; PROVIDED, HOWEVER, that the date of the Closing shall be automatically extended from time to time for so long as any of the conditions set forth in Article IV shall not be satisfied or waived, subject, however, to the last provisions of Section 7.1. The date on which the Closing occurs in accordance with the preceding sentence is referred to herein as the "CLOSING DATE." To facilitate the Closing, the parties shall convene at 10:00 a.m. at the offices of Altheimer & Xxxx, 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 on June 10, 1999 to, as applicable, deliver in escrow with Altheimer & Xxxx the closing deliveries contemplated by Section 1.13 hereof (other than the Estimated Cash Payment and the Note). In connection with the foregoing, the parties hereby appoint Altheimer & Xxxx to serve as escrowee without fee. On the date that the Closing shall occur, if it is to occur, (i) Purchaser shall deliver the date of receipt of all required federal or state regulatory agency approvals of the Merger Estimated Cash payment as set forth in Section 1.8 and the expiration of all required waiting periods, Note and (ii) upon written notice from Purchaser and Sellers, by telecopy or other written instrument, Altheimer & Xxxx (as escrowee) shall deliver executed counterparts of such documents deposited with it to Purchaser and Sellers, and each such document shall be deemed to have been executed and delivered as of the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agreethereof. If all conditions in Section VIII hereof are satisfied, either Purchaser or waived Sellers shall give written notice to Altheimer & Xxxx (as escrowee) that the Closing shall not take place due to the nonsatisfaction by the other party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction one of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiverClosing, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding unless instructed otherwise by both Purchaser and Sellers and within ten (10) daysdays after receipt of said written notice, Altheimer & Xxxx (as the declaring Warrantor escrowee) shall select, but no thereupon destroy all documents deposited with it and such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing documents shall be at deemed by all parties to have never been executed or delivered. Altheimer & Xxxx (as escrowee) shall not be liable for any action or inaction taken by it, except for its own gross negligence or wilful misconduct. In the office event of IBKC set forth in Section 10.7any conflicting instructions by the parties, Altheimer & Xxxx (as escrowee) shall not be required to act until receipt of mutually consistent instructions or judicial determination.

Time and Place of Closing. The consummation of the purchase and sale of the Purchased Shares contemplated by this Agreement shall be held at the offices of Xxxxxx & Bird LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location that is mutually agreed upon by the Parties. (a) The Closing will take place In the event Purchaser waives in writing its right under Section 1.1(b) to purchase the Purchased Shares in Tranches, the Purchased Shares shall be purchased by Purchaser on a mutually agreed upon the fifth Business Day within forty-five (45) days subsequent to following the last of (i) the date of receipt of all required federal satisfaction or state regulatory agency approvals waiver of the Merger conditions set forth in Article 7 and Article 8 below (excluding the expiration of all required waiting periodsconditions that, and (ii) by their terms, cannot be satisfied until the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; Closing Date), or such other date as the parties hereto may shall mutually agree. If all conditions agree in Section VIII hereof are satisfied, or waived by writing (the party entitled to grant such waiver, at the “Non-Tranche Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger AgreementDate”). (b) If In the event Purchaser retains its right to purchase the Purchased Shares in Tranches pursuant to Section 1.1(b), the First Tranche Shares shall be purchased by Purchaser on any date established for the Closing all conditions in Section VIII hereof have not been satisfied fifth Business Day following the satisfaction or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay waiver of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date conditions set forth in subparagraph Article 7 and Article 8 below (c) of Section 9.1(cexcluding the conditions that, by their terms, cannot be satisfied until the Closing Date), and no or such delay other date as the Parties shall interfere with mutually agree in writing (the right of either Warrantor to declare a termination pursuant to Section IX“First Closing Date”). The place of After the First Closing Date, the Second Tranche Shares shall be purchased by Purchaser in one transaction at any time during the office period ending on the six-month anniversary of IBKC the date that Issuer’s shareholders approve the Articles Amendment as set forth in Section 10.77.10, upon five Business Days notice from Purchaser to Issuer (the “Second Closing Date,” and together with the First Closing Date and the Non-Tranche Closing Date, each a “Closing Date”).

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five thirty (4530) days, or such lesser number of days as is reasonably practical, subsequent to the last of (i) the date of receipt of all required federal or state regulatory agency Regulatory Authorities’ approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders shareholders of PFSL OMNI approve this Agreement at the Stockholders Shareholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others other such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall authorize, execute, deliver and acknowledge the Merger Agreementarticles and certificate of merger, and (iv) the parties shall take such further action action, including (without limitation) filing the Merger Agreement as is required and any other necessary filings with the Secretary of State of Louisiana to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c)) without the written consent of the non-declaring party, whose consent may be withheld for any or no reason, and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will shall take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last of (i) the date of receipt of all required federal February 28, 2000, or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) such later date no later than March 31, 2000 mutually satisfactory to the date on Representative and Purchaser which is no later than the stockholders fifth business day after satisfaction (or waiver) of PFSL approve this Agreement the conditions to the Closing set forth in Articles VII and VIII hereof (other than those conditions which require the delivery of any documents or the taking of other action at the Stockholders Meeting to be held pursuant to Section 7.1(bClosing) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfiedat 10:00 a.m., or waived by the party entitled to grant such waiverMexico City time, at the Closing (i) the parties shall each provide to the others such proof offices of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably requestXxxxxx, (ii) the certificatesRinge & Xxxxxx, letters and opinions required by Section VIII shall be deliveredXxxxx xx xxx Xxxxxxxxxx, (iii) the directors and appropriate officers of the parties shall execute000-X, deliver and acknowledge the Merger Agreement9 Piso, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger AgreementBosque de las Xxxxx, Xxxxxx Xxxx 00000, Xxxxxx. (b) If on any date established for In addition to the Closing other things required to be done hereby, at the Closing, the Stockholders shall deliver or cause to be delivered to Purchaser the following: (i) evidence of entry in the register of the Company that title to all conditions of the equity interests of the Company has been transferred to Purchaser; (ii) a copy of the resolutions of each of the Stockholders authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, all of the foregoing certified to have been duly adopted and to be in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiver, then either Warrantor, on one or more occasions, may declare a delay full force and effect as of the Closing Date by such Stockholders; (iii) a copy of the resolutions of the board of directors (CONSEJO DE GERENTES) of the Company authorizing the execution, delivery and performance by the Company of any agreements and instruments to be executed by the Company in connection with this Agreement (collectively, the "TRANSACTION DOCUMENTS"), all of the foregoing certified to have been duly adopted and to be in full force and effect as of the Closing Date by the Company's Secretary or Assistant Secretary and duly notarized by a Notary Public in Mexico; (iv) a copy of the resolutions of the partners' meeting of the Company approving and authorizing any and all acts carried out by its directors in connection with the transactions contemplated hereby, including a general release from the Company in favor of each director and officer of the Company; (v) resignations as director of each director of the Company and an irrevocable, general release from each of the Stockholders and each director or officer of the Company in favor of the Company, duly executed by each such person, all in form and substance satisfactory to Purchaser and its counsel; (vi) evidence of election to the board of directors of the Company of persons designated by Purchaser; (vii) evidence satisfactory to Purchaser that the Company has duly increased its capital in accordance with Section 6.1(g); (viii) a certificate of liens issued by the Public Commercial Registry as of a recent date, with respect to the Company; (ix) a list of the Contracts of the Company in effect as of the Closing Date that the Stockholders believe qualify for inclusion as of such durationdate for purposes of "Year 2000 Firm Revenues" (as defined in Section 2.5(a) below); (x) a certified copy of the power of attorney granted to each of the individuals signing this Agreement on behalf of each of the Stockholders authorizing such individuals to execute this Agreement; and (xi) if not previously delivered to Purchaser, not exceeding ten (10) daysall other certificates and such other instruments, as agreements, releases, and documents required pursuant hereto to be delivered by or on behalf of the declaring Warrantor shall selectStockholders or the Company at or prior to the Closing pursuant to Article VIII or otherwise required, but no such delay shall extend beyond the last date set forth or reasonably requested by Purchaser, in subparagraph connection herewith. (c) In addition to the other things required to be done hereby, at the Closing, Purchaser shall deliver to the Representative on behalf of Section 9.1(cthe Stockholders the following: (i) the Cash Consideration, by wire transfer of immediately available funds of U.S. Dollars to a bank account (specified in writing by the Representative at least two business days prior to the Closing Date); (ii) the Initial Share Consideration; (iii) a copy of the resolutions of the board of directors (or Merger and Acquisition Committee of the board of directors) of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and no a certificate of Purchaser's secretary, dated as of the Closing Date, that the resolutions referred to in this clause (c)(iii) were duly adopted and are in full force and effect; and (iv) if not previously delivered to the Representative, all other certificates and such delay shall interfere with other instruments and documents required pursuant hereto to be delivered by or on behalf of Purchaser at or prior to the right of either Warrantor to declare a termination Closing pursuant to Section IX. The place of Closing shall be at Article VIII or otherwise required, or reasonably requested by the office of IBKC set forth Representative, in Section 10.7connection herewith.

Time and Place of Closing. (a) The Closing will shall be held at the offices of Paul, Hastings, Janoxxxx & Xalkxx XXX in New York, NY, on the date specified below: (1) if the Exchanging Holder has requested registration for sale to the public pursuant to the Registration Rights Agreement of the shares of Publicly Traded Stock to be received by it at the Closing through (A) the exercise of its Exchange Option or (B) the simultaneous exercise of its Exchange Option and its right to convert shares of Class B Stock into shares of Publicly Traded Stock, then, at the Exchanging Holder's election, the Closing shall take place following the effectiveness of the Company's registration statement with respect to such shares and immediately prior to the closing of the Exchanging Holder's sale of such shares in accordance with the plan of distribution described in the registration statement; (2) in all other cases, other than a Merger, the Closing shall take place on a mutually agreed upon the tenth Business Day within forty-five (45after the Exchanging Holder delivers its notice pursuant to Section 2.1(c) days subsequent to or as soon as practicable thereafter if the last of (i) the date of receipt of all required federal or state regulatory agency approvals vote of the Merger stockholders of the Company is required, or at such other time and place as the Exchanging Holder and the expiration Company may agree; and (3) In the case of a Merger, the Closing shall take place as soon as practicable and upon the filing of the certificate of merger with the Secretary of State of Delaware. (b) The Exchanging Holder and the Company will cooperate so as to permit all documents required waiting periodsto be delivered at or in connection with the Closing to be delivered by mail, and delivery service, or courier without requiring either party or its representatives to be physically present at the Closing. (iic) Notwithstanding Section 2.4(a), if on the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting Closing would otherwise be required to be held take place pursuant to Section 7.1(b2.4(a) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII there shall be delivered, (iii) in effect any order of or by any Governmental Authority that would prevent or make unlawful the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiverClosing, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be postponed until a date, to be set by the Company on at least five Business Days' written notice to the office of IBKC set forth Exchanging Holder, as soon as practicable after such order ceases to be in Section 10.7effect.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent to the last closing of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and (the Merger Agreement“Closing”) shall take place at the offices of Xxxx Xxxxxxx, P.C., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. (b) If on any date established for Subject to the satisfaction or waiver of the conditions precedent set forth in this Article III (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), the Closing all conditions in Section VIII hereof have not been satisfied shall take place on January 4, 2007, or waived by each Warrantor entitled to grant at such waiverother time and/or place as the Purchaser and Sellers may agree (the “Closing Date”) and if the Closing Date is on January 4, 2007, then either Warrantor, on one or more occasions, may declare a delay the effective date of the Closing shall be as of January 1, 2007. The Closing shall be deemed effective as of 12:01 a.m. EDT on the Closing Date. At the Closing the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Sellers, all of the Sellers’ right, title and interest in and to all Shares. The Purchaser shall pay for those Shares delivered at the Closing, such duration, not exceeding ten (10Purchase Price to be paid in the form of Cash Consideration and Consideration Shares in accordance with Section 2.2(a) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph hereof. (c) of Section 9.1(c)All proceedings to be taken and all documents to be executed at any Closing shall be deemed to have been taken, delivered and executed simultaneously, and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing proceeding shall be at the office of IBKC set forth in Section 10.7deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.

Time and Place of Closing. (a) The Closing closing of the purchase and sale of the Interests (excluding any transactions to be consummated at any Local Closing) (the “Closing”) will take place remotely, via electronic exchange of documents on a mutually agreed upon the date that is the fifth (5th) Business Day within forty-following the day on which the last to be satisfied or waived of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) has been satisfied or waived in accordance with this Agreement, but subject to the continued fulfillment or, to the extent permitted by applicable Law, waiver of those conditions at the Closing (the date on which such satisfaction or waiver occurs, the “Initial Satisfaction Date”); provided, that, notwithstanding anything to the contrary in the foregoing provisions of this Section 1.2(a), (i) in the event the Initial Satisfaction Date occurs (A) on or after the fifteenth (15th) day of such calendar month and (B) no less than five (455) days subsequent Business Days prior to the last day of (i) such calendar month, then, at Seller’s written election, the date Closing shall take place on the last Business Day of receipt of all required federal such calendar month, or state regulatory agency approvals of the Merger and the expiration of all required waiting periods, and (ii) the Closing may occur at such other date, time or place (or by means of remote communication) as the Parties mutually agree in writing; in each case subject to the continued fulfillment or, to the extent permitted by applicable Law, waiver of all conditions at the Closing Date; provided, further, that in no event will Closing occur prior to October 15, 2024 without Buyer’s or Seller’s prior written consent (the date on which the stockholders Closing actually occurs, the “Closing Date”); it being understood that the transfer of PFSL approve this Agreement the equity interests of Dutch Holdco shall take effect in accordance with the execution of the deed of transfer, substantially in the form set forth in Exhibit H-3 (the “Deed of Transfer”), which shall be executed at the Stockholders Meeting offices of Xxxxxx N.V., Xxxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (the “Deed of Transfer”). The Closing will be effective as of 12:01 a.m. Eastern Time on the Closing Date (the “Effective Time”). On or promptly following the Initial Satisfaction Date, Seller shall notify Buyer (x) that all conditions set forth in Section 5.1 and Section 5.2 (other than those that, by their nature, are to be held satisfied at the Closing) have been satisfied and (y) of the actual date of the Closing Date determined pursuant to this Section 7.1(b1.2(a) of this Agreement(such notice, the “Closing Date Confirmation”); or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at provided that the Closing Date Confirmation shall be delivered to Buyer no later than five (i5) the parties shall each provide Business Days prior to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger AgreementClosing Date. (b) If on any date established for Subject to Section 1.6, the transfer of legal title of the Deferred Vantive Local Businesses to Buyer or its designee (whether by Buyer or its designee directly acquiring (i) the Transferred Assets and Assumed Liabilities of the applicable Deferred Vantive Local Business or (ii) the equity interests of the applicable Deferred Market Entity) shall be deferred until after the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant until such waiver, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, time as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph the applicable Business Transfer Agreement and/or Share Transfer Agreement (c) each, a “Local Closing,” and the date of Section 9.1(csuch Local Closing, a “Local Closing Date”), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent Upon the terms and subject to the last of (i) the date of receipt of all required federal or state regulatory agency approvals satisfaction or, if permissible, waiver, of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) conditions of this Agreement; or such other date as , the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof consummation of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement (the “Closing”) shall take place on the fifth (5th) Business Day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VI hereof (other than conditions which by their nature can be satisfied only at the Closing), at 10:00 a.m. New York City time, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time and place as shall be agreed upon by the Merger Agreementparties hereto. The date on which the Closing occurs is herein referred to as the “Closing Date.” (b) If on any date established for At the Closing all conditions Closing, Seller shall deliver or cause to be delivered to Buyer (unless previously delivered), the following items: (i) a certificate or certificates representing the Generation Interests (or other appropriate certificates evidencing transfer of ownership), accompanied by stock or similar powers duly endorsed in blank by Seller or accompanied by instruments of transfer duly executed by Seller; (ii) the officer’s certificate referred to in Section VIII hereof have not been satisfied or waived by 6.2(c); (iii) a duly executed counterpart of each Warrantor entitled to grant such waiverof the Related Agreements; (iv) written resignations, then either Warrantor, on one or more occasions, may declare a delay effective as of the Closing Date, from each of the officers and directors of any of Generation or the Material Subsidiaries, to the extent such durationofficers and directors are appointed or nominated by Seller or its Affiliates and will not continue to perform such roles following Closing; (v) such other duly executed instruments of transfer, not exceeding ten assignment or assumption and such other documents as may be reasonably requested by Buyer to evidence the proper consummation of Closing in connection with the transactions contemplated hereby; and (10vi) days, as all documentation required to be executed by Seller or its Subsidiaries relating to the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph transactions contemplated by Section 5.4 hereof. (c) of Section 9.1(cAt the Closing, Buyer shall deliver or cause to be delivered to Seller (unless previously delivered), the following items: (i) the Closing Payment by wire transfer of same day funds to an account or accounts and no in such delay shall interfere amounts as designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the officer’s certificate referred to in Section 6.3(c); (iii) a duly executed counterpart of each of the Related Agreements; (iv) all documentation required to be executed by Buyer or its Affiliates relating to the transactions contemplated by Section 5.4 hereof; and (v) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by Seller to evidence the proper consummation of Closing in connection with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7transactions contemplated hereby.

Time and Place of Closing. (a) The Closing will shall be held at the offices of Irell & Manexxx XXX in Los Angeles, California, on the date specified below: (1) if the Exchanging Holder has requested registration for sale to the public pursuant to the Registration Rights Agreement of the shares of Publicly Traded Stock to be received by it at the Closing through the exercise of its Exchange Option, then, at the Exchanging Holder's election, the Closing shall take place following the effectiveness of the Company's registration statement with respect to such shares and immediately prior to the closing of the Exchanging Holder's sale of such shares in accordance with the plan of distribution described in the registration statement; and (2) in all other cases, the Closing shall take place on a mutually agreed upon the tenth Business Day within forty-five (45) days subsequent after the Exchanging Holder delivers its notice pursuant to Section 2.1(b), or at such other time and place as the last of (i) the date of receipt of all required federal or state regulatory agency approvals of the Merger Exchanging Holder and the expiration of Company may agree. (b) The Exchanging Holder and the Company will cooperate so as to permit all documents required waiting periodsto be delivered at or in connection with the Closing to be delivered by mail, and delivery service, or courier without requiring either party or its representatives to be physically present at the Closing. (iic) Notwithstanding Section 2.4(a), if on the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting Closing would otherwise be required to be held take place pursuant to Section 7.1(b2.4(a) of this Agreement; or such other date as the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII there shall be deliveredin effect any order of or by any Governmental Authority that prohibits, (iii) enjoins or makes unlawful the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement and the Merger Agreement. (b) If on any date established for the Closing all conditions in Section VIII hereof have not been satisfied or waived by each Warrantor entitled to grant such waiverClosing, then either Warrantor, on one or more occasions, may declare a delay of the Closing of such duration, not exceeding ten (10) days, as the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph (c) of Section 9.1(c), and no such delay shall interfere with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be postponed until a date, to be set by the Company on at least five Business Days' written notice to the office of IBKC set forth Exchanging Holder, as soon as practicable after such order ceases to be in Section 10.7effect.

Time and Place of Closing. (a) The Closing will take place on a mutually agreed upon Business Day within forty-five (45) days subsequent Upon the terms and subject to the last of (i) the date of receipt of all required federal or state regulatory agency approvals satisfaction or, if permissible, waiver, of the Merger and the expiration of all required waiting periods, and (ii) the date on which the stockholders of PFSL approve this Agreement at the Stockholders Meeting to be held pursuant to Section 7.1(b) conditions of this Agreement; or such other date as , the parties hereto may mutually agree. If all conditions in Section VIII hereof are satisfied, or waived by the party entitled to grant such waiver, at the Closing (i) the parties shall each provide to the others such proof consummation of satisfaction of the conditions in Section VIII as the party whose obligations are conditioned upon such satisfaction may reasonably request, (ii) the certificates, letters and opinions required by Section VIII shall be delivered, (iii) the directors and appropriate officers of the parties shall execute, deliver and acknowledge the Merger Agreement, and (iv) the parties shall take such further action including (without limitation) filing the Merger Agreement as is required to consummate the transactions contemplated by this Agreement (the “Closing”) shall take place on the fifth (5th) Business Day following the satisfaction or, if permissible, waiver of the conditions set forth in Article VI hereof (other than conditions which by their nature can be satisfied only at the Closing), at 10:00 a.m. New York City time, at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Foxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time and place as shall be agreed upon by the Merger Agreementparties hereto. The date on which the Closing occurs is herein referred to as the “Closing Date.” (b) If on any date established for At the Closing all conditions Closing, Seller shall deliver or cause to be delivered to Buyer (unless previously delivered), the following items: (i) a certificate or certificates representing the Generation Interests (or other appropriate certificates evidencing transfer of ownership), accompanied by stock or similar powers duly endorsed in blank by Seller or accompanied by instruments of transfer duly executed by Seller; (ii) the officer’s certificate referred to in Section VIII hereof have not been satisfied or waived by 6.2(c); (iii) a duly executed counterpart of each Warrantor entitled to grant such waiverof the Related Agreements; (iv) written resignations, then either Warrantor, on one or more occasions, may declare a delay effective as of the Closing Date, from each of the officers and directors of any of Generation or the Material Subsidiaries, to the extent such durationofficers and directors are appointed or nominated by Seller or its Affiliates and will not continue to perform such roles following Closing; (v) such other duly executed instruments of transfer, not exceeding ten assignment or assumption and such other documents as may be reasonably requested by Buyer to evidence the proper consummation of Closing in connection with the transactions contemplated hereby; and (10vi) days, as all documentation required to be executed by Seller or its Subsidiaries relating to the declaring Warrantor shall select, but no such delay shall extend beyond the last date set forth in subparagraph transactions contemplated by Section 5.4 hereof. (c) of Section 9.1(cAt the Closing, Buyer shall deliver or cause to be delivered to Seller (unless previously delivered), the following items: (i) the Closing Payment by wire transfer of same day funds to an account or accounts and no in such delay shall interfere amounts as designated by Seller in writing at least two Business Days prior to the Closing Date; (ii) the officer’s certificate referred to in Section 6.3(c); (iii) a duly executed counterpart of each of the Related Agreements; (iv) all documentation required to be executed by Buyer or its Affiliates relating to the transactions contemplated by Section 5.4 hereof; and (v) such other duly executed instruments of transfer, assignment or assumption and such other documents as may be reasonably requested by Seller to evidence the proper consummation of Closing in connection with the right of either Warrantor to declare a termination pursuant to Section IX. The place of Closing shall be at the office of IBKC set forth in Section 10.7transactions contemplated hereby.