Time, Place and Conditions. Subject to any express right of adjournment of Seller set forth in this Agreement, the settlement of the Transfer under this Agreement (the "CLOSING") shall be held on the date which is five (5) Business Days after the date that Seller gives a Closing Notice (as hereinafter defined) to Purchaser (the "INITIAL CLOSING DATE"), at the offices of Xxxxx & Xxxxxxx L.L.P. at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or, if required by Purchaser's lender, if any, at the offices of such lender or its counsel in the City of New York or the Counties of Nassau or Suffolk in the State of New York. Notwithstanding the foregoing, either Seller or Purchaser shall have the right from time to time to one or more adjournments of the Closing, to a Business Day (an "ADJOURNED DATE") not later than ten (10) Business Days after the Initial Closing Date, provided that such party delivers written notice to the other party prior to the Initial Closing Date (or any Adjourned Date, as the case may be) of such party's desire to adjourn the Closing. TIME SHALL BE OF THE ESSENCE AS TO PURCHASER'S OBLIGATION to close by 3:00 P.M. Eastern Standard Time either on the Initial Closing Date or on any Adjourned Date, subject to any express right of adjournment as provided in this Agreement. TIME SHALL BE OF THE ESSENCE AS TO SELLER'S OBLIGATION to close by 3:00 p.m. Eastern Standard time on the Initial Closing Date or any Adjourned Date, subject to any express right of adjournment as provided in this Agreement. The actual date of the Closing is referred to herein as the "CLOSING DATE." In the event that Seller has not given the Closing Notice to Purchaser within seventy-five (75) days after the date hereof. Purchaser shall have the right, within five (5) Business Days after the end of such seventy-five (75) day period, to terminate this Agreement on Notice to Seller, in which even the Deposit shall be refunded to Purchaser within five (5) Business Days, and the parties shall have no further rights or obligations to the other except for those items that, by the terms of this Agreement, expressly survive such termination.
Time, Place and Conditions. The closing of the sale of the Purchased Assets ("CLOSING") shall occur at the office of Preferred One located at ______________, North Haven, Connecticut ________, three (3) business days after the date on which all conditions precedent set forth in Articles VI and VII hereof have been completed, satisfied or waived, including, but not limited to, requisite federal, state and any other required governmental approvals, to be effective at 12:01 A.M. on the following date, such date herein referred to as the "CLOSING DATE." The parties anticipate that the Closing will occur on or about October 1, 2000. In the event such conditions precedent are not completed, satisfied or waived on or before October 1, 2000, this Agreement shall, at the option of Buyer or Seller by written notice to the other, be terminated as of the date such notice is effective and none of the parties shall be deemed to have any further liabilities or obligations to one another except to the extent that the failure of the conditions precedent to be completed or satisfied resulted from the willful breach by a party hereto of any of its representations, warranties, covenants or agreements set forth herein. 3.2
