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SECTION 8: CLOSING AND CLOSING DELNERIES 8.1 Closing. (a) ClosingDate. (1) Subject to satisfaction or, to the extent permitted by law, waiver, of the closing conditions described in Section 7, and subject to Section 8.1(x)(2), 8.1(a)(3) and 8.1(a)(4), the Closing shall take place on the date specified by FHGLP by notice to Buyer, which specified date shall be no culler than two business days and no later than five business days after satisfaction or waiver of the conditions set forth in Sections 7.1(c) and (d) and Sections 7.2(c), or on such earlier or later date as FHGLP and Buyer shall mutually agree; provided, however, (A) if pursuant to Section 2.1(b) and 6.6(b), Sellers elect a cash payment, the Closing will take place on at least 10 days notice from FHGLP, and (B) subject to Section 8.1(a)(3) and 8.1(a)(4), the Closing shall not take place beyond the Upset Date. (2) If on the date on which the Closing would otherwise be required to take place pursuant to Section 8.l(a)(1) (A) there shall be in effect anyjudgment, decree, order or otherprohibition of a court of competentjurisdiction having the force of law that would prevent or make unlawful the Closing, or (B) any other circumstance beyond the reasonable control of the Falcon Companies, Sellers, or Buyer (which shall in no event include any matters relating to financing of the transactions contemplated hereby) shall exist that would prevent the Closing or the satisfaction of any of the conditions precedent to any party set forth in Section 7, then either Sellers or Buyer may, at its option, postpone the date on which the Closing is required to take place until such date, to be set by the party that elects to postpone the date for Closing pursuant to this subsection (2) on at least five business days' written notice to the other party, as soon as practicable after such judgment, decree, order or other prohibition ceases to be in effect, or such other circumstance ceases to exist;roo vided. hover that any postponement of the date on which the Closing is required to take place to a date beyond the Upset Date shall require the consent of both Sellers and Buyer (it being agreed that the Upset Date shall be extended one day for each day up to one year that ajudgment, decree, order or other prohibition referenced in clause (A) above remains in effect). (3) Notwithstanding anything in this Agreement to the contrary, if on the date scheduled for Closing, the Closing has not occurred because any notice period required by Section 8.1(a$I) or (2) has not lapsed, the Upset Date shall be extended until one business day after the lapse of such period. (4) If the date on which the Closing would otherwise be required to take place pursuant to Section 8.1(axl), 8.1(a)(2) or S.I(a)(3) the Referee shall not have completed its determination pursuant to Section 2.5(a) of my of the amounts disputed by FHGLP and Buyer, then FHGLP may, at its option. postpone the date on which the Closing is required to take place until the third (3rd) business day after the date the Referee makes its final determination pursuant to Section 2.5(a); provided, however, that if such postponement results in the Closing taking place on a date txo=, racunou 60