Completion of Certain Transaction Documents. On or before, and as of the Closing Date, the terms and conditions of the documents and agreements contemplated to be attached hereto as schedules or exhibits (but the forms of which are not attached), the matters marked as “To be further negotiated” or which are bracketed within the Lease Agreement and the Loan Documents attached hereto as exhibits, that certain side letter contemplated by the Purchaser and Newco with respect to additional prorations with respect to calculations set forth in Section 4.3 hereof, the Personal Property Lease Agreement, the TLH Assignment Agreement, the Assignment and Amendment of Commercial Property Purchase Agreement, the Commercial Property Purchase Agreement, the Environmental Indemnity Agreement, the Northstar Capital Improvement Agreement, an assignment of certain existing deeds of trust in favor of TLC, an assignment of that triple net lease by and between TLH and TLC relating to certain real property more particularly described therein, the Pooling Agreement contemplated by the Lease Agreements and Personal Property Lease Agreements, the Guaranty Agreement contemplated by the Lease Agreements and Personal Property Lease Agreements, the Assignment of Non-Residential Property Option Agreement to be contemplated by the Assignment and Amendment of Commercial Property Purchase Agreement, the assignments of certain land leases to which Sellers are a party as tenant thereunder, and such other documents as the parties may reasonably require to effectuate the transactions contemplated hereby and by the Transaction Documents shall have been negotiated and the forms and substance of such documents or agreements shall have been agreed upon by all parties thereto, in each case to the satisfaction of all parties thereto in their respective sole and absolute discretion. The parties hereto agree and acknowledge that neither the failure of the parties hereto to attach as schedules or exhibits the documents and agreements contemplated to be attached hereto as schedules or exhibits, nor the failure of the parties hereto to reach agreement on the form and substance of such documents or agreements shall constitute a breach (including a breach of any representations or warranties that could be modified by such schedules) of any party’s obligations hereunder. In addition, on or before the Closing Date, negotiation and preparation of each of the required Lease Agreements based upon the form of Lease Agreement set forth in Exhibits “B” shall ...
