Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. (a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, the closing hereunder related to the purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the tenth (10th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived in writing, or such other date as may be mutually agreed to in writing by the parties (the “Closing Date”). TIME IS OF THE ESSENCE. Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 10th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 10th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile. (b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) Seller may deliver all of the Seller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all of the Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing).

Closing Mechanics. (a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, the closing hereunder related to the purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the tenth thirtieth (10th30th) day following the expiration date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied Regulatory Approvals have been obtained under Section 5.5(c), or waived in writing, (iii) the date on which the approval of the Loan Assumption has been obtained under Section 1.4(c) or such other date as may be mutually agreed to in writing by the parties (the “Closing Date”). TIME IS OF THE ESSENCE. Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 10th 30th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 10th 30th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile. (b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) Seller may deliver all of the Seller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all of the Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing).

Closing Mechanics. (a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, the closing hereunder related to the purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the tenth thirtieth (10th30th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived in writing, or such other date as may be mutually agreed to in writing by the parties (the “Closing Date”). TIME IS OF THE ESSENCE. Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 10th 30th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 10th 30th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile. (b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) Seller may deliver all of the Seller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all of the Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing).

Closing Mechanics. (a) Unless this Agreement shall have been terminated pursuant to Set forth on Schedule 1.8 hereto is an express right to terminate as herein provided, the closing hereunder related to the purchase and sale outline of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the tenth (10th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived in writing, or such other date as may be mutually agreed to in writing by the parties transaction mechanics (the “Closing DateMechanics”), including, without limitation, the transactions set forth in Section 1.1. TIME IS OF THE ESSENCE. Subject At least three (3) business days prior to the preceding sentenceClosing Date, Xxxxxx Holding shall deliver to HSI a certificate (the “Closing Date Certificate”), which shall set forth estimates of the Aggregate Preferred Face Amount, the parties hereto acknowledge that their respective intention is to have a Closing Date which is Refinancing Expenses and the last day of a calendar month. For purposes of the foregoing, if said 10th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 10th day occursExisting Net Debt. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time amounts set forth on the Closing Date (Certificate shall be used for purposes of Closing Mechanics at the “Effective Time”) such Closing, provided that any payments and distributions made in accordance with Schedule 1.8 shall be subject to adjustment following the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimileas set forth in Section 1.8(b) below. (b) On Within ten (10) days after the Closing, the Xxxxxx Group shall deliver to Xxxxxx Holding a statement setting forth the actual Aggregate Preferred Face Amount, the Refinancing Expenses and Existing Net Debt (the “Final Closing Statement”), which statement shall set forth in reasonable detail the actual Refinancing Expenses and Existing Net Debt as of the Closing. If Xxxxxx Holding delivers a dispute notice to the Xxxxxx Group within ten (10) days after receipt by Xxxxxx Holding of the Final Closing Statement, then Xxxxxx Holding and the Xxxxxx Group will attempt to resolve and finally determine and agree upon the Final Closing Statement as promptly as practicable. If Xxxxxx Holding and the Xxxxxx Group are unable to agree upon the Final Closing Statement within thirty (30) days any items remaining in dispute, at the request of either party at any time after the HSI Negotiation Period, shall be submitted to the Accounting Firm to resolve such dispute pursuant to the dispute resolution provisions of Section 2.2(c) hereof, mutatis mutandis. Upon final determination of the amounts set forth on the Final Closing Statement, all payments and distributions made pursuant to the Closing DateMechanics shall be recalculated as though the amounts set forth on the Final Closing Statement were used for purposes of the Closing, all documents and other materials required from Seller each of the Xxxxxx Holding Members and Xxxxxx Holding agrees to make such payments or distributions as may be necessary to true-up any such payments and distributions to reflect the amounts set forth on the Final Closing Statement. The parties acknowledge that HSI and its representatives on the Company Board shall have the right to exercise the rights of Xxxxxx Holding under this Section 10.1(b1.8(b) (collectively, including the “Seller Documents”resolution of disputes). (c) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered Notwithstanding anything contained herein to the offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoingcontrary, (i) Seller may deliver all of the Seller Documents required hereunder aggregate cash payment by HSI pursuant to the Title Company or Closing Mechanics is equal to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices $55,323,439,22, subject to adjustment for the consummation amount of Refinancing Expenses (other than the Closingpayments, if any, required by Article 2), and (ii) Real Estate Purchasers and immediately after giving effect to all the TRS Entity may deliver all transactions contemplated hereby, HSI shall own, directly or indirectly, 50.1% of the Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold outstanding equity interests in escrow Xxxxxx Holding and there shall be only one class of outstanding Equity Securities of Xxxxxx Holding and MergerSub in accordance with customary conveyancing practices subject to the consummation of the Closing)Closing Mechanics.