Common use of Closing Procedures Clause in Contracts

Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord Xxxxxxxx fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant Xxxxxx fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. No later than the day of the IIAC Shareholders Meeting, the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”), which Closing Notice shall contain the number of Acquired Shares to be purchased by Subscriber (based on the calculation in Section 2.A above) and the Company’s wire instructions for an account established by the Company for the purpose of collecting funds in advance of the closing of this subscription. On the Closing Dateday following the IIAC Shareholders Meeting, Subscriber shall (i) enter into a subscription agreement substantially in the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution form of the Purchase Option Price by reason of any firesubscription agreement attached hereto as Exhibit A (the “Subscription Agreement”), casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment and (ii) deliver to the Escrow Agent of escrow account referenced above the purchase price for the Acquired Shares in an amount equal to the product of (a) Acquired Shares multiplied by (b) the Share Purchase Option Price (such amount, the “Purchase Price”), by wire transfer of federal funds to Escrow Agent’s accountUnited States dollars in immediately available funds. On or before Upon the Closing Date, Landlord shall deliver to Escrow Agent closing of the deed to transactions contemplated by the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 Business Combination Agreement (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary DocumentsClosing”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing Company shall be deemed provide instructions to have occurred and Escrow Agent shall be authorized to record the Deed in escrow agent for the applicable land records and escrow account to release the Purchase Option Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to the Subscription Agreement, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. In lieu of the foregoing Section 2(B), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: No later than the day of the IIAC Shareholders Meeting, the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”), which Closing Notice shall contain the number of Acquired Shares to be purchased by Subscriber (based on the calculation in Section 2.A above) and the Company’s wire instructions for an account established by the Company for the purpose of collecting funds in connection with the closing of this subscription, which account shall not be an escrow account and shall be an account established at an U.S. bank. On the day following the IIAC Shareholders Meeting, Subscriber shall enter into a subscription agreement substantially in the form of the subscription agreement attached hereto as Exhibit A (the “Subscription Agreement”). On the date on which the Company reasonably expects the closing of the transactions contemplated by the Business Combination Agreement to occur (the “Closing”), subject to the terms and conditions set forth in the Subscription Agreement, (i) the Subscriber shall deliver to the account referenced above the purchase price for the Acquired Shares in an amount equal to the product of (a) Acquired Shares multiplied by (b) the Share Purchase Price (as adjusted for such amount, the payment “Purchase Price”), by wire transfer of United States dollars in immediately available funds and (ii) the Company shall deliver to Subscriber the Acquired Shares pursuant to the Subscription Agreement, free and clear of any State and local transfer taxes liens or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agentrestrictions whatsoever (other than those arising under state or federal securities laws), Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectbook-entry form.

Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Xxxxxx Agent’s receipt of the Deed and the Ancillary 4 Per the LOI, this will be the same valuation consultant that determines the fair market rent for this Lease. Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord Xxxxxxxx fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant Xxxxxx fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to TenantXxxxxx’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On Altitude and Triumph will cause to be issued and to be delivered to the Agents at the offices of Xxxxxx Xxxxxxx LLP in Toronto, Ontario (or such other place or places as the Agents may in writing direct) without charge at the Closing Date, Time and contemporaneously with the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution delivery of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment Escrowed Amount to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Subscription Receipt Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant be held in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed Subscription Receipt Agreements, the Subscription Receipts and the Ancillary Documents from Landlord FT Subscription Receipts offered pursuant to the Offering and being issued at such Closing in such number and denomination and bearing the registration particulars as the Agents may, in writing, direct to Altitude, in respect of the Subscription Receipts, and Triumph, in respect of the FT Subscription Receipts, prior to the Closing Time, and which shall in each case equal, in the aggregate, the total number of Subscription Receipts and FT Subscription Receipts sold in the Offering and being issued at such Closing. If, prior to the Closing Time, the terms and conditions contained in the Subscription Agreements, this Agreement and the Purchase Option Price from TenantSubscription Receipt Agreements have been complied with to the satisfaction of the Agents, or waived by Xxxxxx Partners Inc. (on behalf of the Agents), the closing Agents shall be deemed deliver to have occurred and Escrow Agent shall be authorized Altitude or Triumph as the case may be, originally executed copies of all forms required under applicable Securities Laws or by the Stock Exchange from each of the Purchasers, to record the Deed in the applicable land records Altitude all completed Subscription Receipt Subscription Agreements, to Triumph all completed FT Subscription Receipt Subscription Agreements, and to release the Purchase Option Price (as adjusted for the Subscription Receipt Agent payment of any State the Escrowed Amount, against delivery by Altitude of Subscription Receipt Certificates and local transfer taxes or such other closing amounts payable documentation as may be required to be delivered by Landlord) Altitude pursuant to Landlord. In the event that Landlord fails timely Subscription Receipt Subscription Agreements and this Agreement and delivery by Triumph of the FT Subscription Receipt Certificates and such other documentation as may be required to deliver be delivered by Triumph pursuant to the Deed FT Subscription Receipt Subscription Agreements and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectAgreement.

Closing Procedures. On Payment for the Units that remain unsold in the Rights Offer shall be made by delivering to the Company by 10:00 A.M. New York City time on the fifth business day after the Expiration Date, or at such other time on the same or such other date thereafter as the Guarantors and the Company may agree upon in writing (the “Closing Date”) cash, in the amount of the Subscription Price to be paid by Guarantors. The time and date of such payment for the Units is referred to herein as the “Closing Date.” Certificates evidencing the Shares and Warrants purchased shall be delivered or shall be available for delivery to the Guarantors at the offices of American Stock Transfer &Trust Company (the “Transfer Agent”) on the Closing Date, and, except for the Fee Estate Standby Guaranty Warrants, shall be conveyed in its “as is” condition so delivered upon confirmation of the payment of the Subscription Price. Such Shares and there Warrants shall be no abatement registered in such names and in such denominations as the purchasers shall request in writing, or diminution if so requested by the purchasers Shares and Warrants other than the Standby Guaranty Warrants may be registered by book-entry delivery through the facilities of The Depository Trust Company (“DTC”). All requests concerning the registration and denomination of certificates evidencing Shares and Warrants shall be delivered to the Company and the Transfer Agent not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Purchase Option Price Shares and Warrants duly paid by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvementspurchasers. The Purchase Option Price certificates for the Shares and Warrants, unless delivered by book-entry through the facilities of DTC, will be made available for inspection by the Guarantors at the office of the Transfer Agent on the business day prior to the Closing Date. Any transfer taxes payable in connection with the issuance of Shares and Warrants in the name of a designee or assignee of a Guarantor shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On such designee, assignee, or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectGuarantor.

Closing Procedures. On Payment for the Units that remain unsold in the Rights Offer shall be made by delivering to the Company by 10:00 A.M. New York City time on the fifth business day after the Expiration Date, or at such other time on the same or such other date thereafter as the Participating Debenture Holders and the Company may agree upon in writing (the "Closing Date") cash, in the amount of the Subscription price to be paid by Guarantors, or Debentures, duly endorsed for transfer to the Company, in the principal amount of the Subscription Price to be paid by Participating Debenture Holders. The time and date of such payment for the Units is referred to herein as the "Closing Date." Certificates evidencing the Shares and Warrants purchased shall be delivered or shall be available for delivery to the Guarantors and Participating Debenture Holders at the offices of American Stock Transfer &Trust Company (the "Transfer Agent") on the Closing Date, and, except for the Fee Estate Standby Guaranty Warrants, shall be conveyed in its “as is” condition so delivered upon confirmation of the payment of the Subscription Price. Such Shares and there Warrants shall be no abatement registered in such names and in such denominations as the purchasers shall request in writing, or diminution if so requested by the purchasers Shares and Warrants other than the Standby Guaranty Warrants may be registered by book-entry delivery through the facilities of The Depository Trust Company ("DTC"). All requests concerning the registration and denomination of certificates evidencing Shares and Warrants shall be delivered to the Company and the Transfer Agent not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Purchase Option Price Shares and Warrants duly paid by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvementspurchasers. The Purchase Option Price certificates for the Shares and Warrants, unless delivered by book-entry through the facilities of DTC, will be made available for inspection by the Guarantors and Participating Debenture Holders at the office of the Transfer Agent on the business day prior to the Closing Date. Accrued interest on the Debentures as of the Closing Date will be paid in cash. Any transfer taxes payable in connection with the issuance of Shares and Warrants in the name of a designee or assignee of a Guarantor or Participating Debenture Holder shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On such designee, assignee, Guarantor or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectParticipating Debenture Holder.

Closing Procedures. On the Closing Date, the Fee Estate Hospital Assets shall be conveyed in its their “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land Designated Purchase Option Parcels or the ImprovementsImprovements located thereon. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price (reduced, as applicable, by the amount of Rent paid in advance with respect to any period from and after the Closing Date) by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord and Tenant shall deliver to Escrow Agent the deed to the Fee EstateDesignated Purchase Option Parcels, which deed shall be the usual grant deed in proper form for recording (but including the Special Operating Covenant) and shall be duly executed and acknowledged by both parties so as to convey to Tenant title to the Fee Estate Designated Purchase Option Parcels in fee simple simple, subject to the Special Operating Covenant, in accordance with this Section 16.4 15.5.6 (the “Deed”) ), as well as any other documents or instruments reasonably requested by Xxxxxx, Landlord and/or Escrow Agent to confirm the proper Transfer of the Fee Estate Hospital Assets from Landlord to Tenant (such as a bill of sale for the then-Existing FF&E) in accordance with the terms and provisions of this Section 16.4 15.5.6 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and Tenant (as applicable) and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and occurred, Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord, and this Lease shall terminate and be of no further force or effect and neither party hereto shall have any obligations to the other under this Lease (other than provisions of this Lease which expressly provide that they survive termination of this Lease). In the event that Landlord Xxxxxxxx fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant Xxxxxx fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate Hospital Assets to Tenant under this Section 16.4 15.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On the Closing Date, the Fee Estate Hospital Assets shall be conveyed in its their “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land Designated Purchase Option Parcels or the ImprovementsImprovements located thereon. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price (reduced, as applicable, by the amount of Rent paid in advance with respect to any period from and after the Closing Date) by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord and Tenant shall deliver to Escrow Agent the deed to the Fee EstateDesignated Purchase Option Parcels, which deed shall be the usual grant deed in proper form for recording (but including the Special Operating Covenant) and shall be duly executed and acknowledged by both parties so as to convey to Tenant title to the Fee Estate Designated Purchase Option Parcels in fee simple simple, subject to the Special Operating Covenant, in accordance with this Section 16.4 15.5.6 (the “Deed”) ), as well as any other documents or instruments reasonably requested by Tenant, Landlord and/or Escrow Agent to confirm the proper Transfer of the Fee Estate Hospital Assets from Landlord to Tenant (such as a xxxx of sale for the then-Existing FF&E) in accordance with the terms and provisions of this Section 16.4 15.5.6 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and Tenant (as applicable) and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and occurred, Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord, and this Lease shall terminate and be of no further force or effect and neither party hereto shall have any obligations to the other under this Lease (other than provisions of this Lease which expressly provide that they survive termination of this Lease). In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate Hospital Assets to Tenant under this Section 16.4 15.4 and the Purchase Option shall be of no further force or effect.