Common use of Deferred Closings Clause in Contracts

Deferred Closings. 2.5.1 In the event that (A) any Deferred Closing Asset Consent required in connection with any of the assets of the Archstone Entities set forth on Schedule 2.5.1 has not been obtained on or prior to the Initial Closing Date and the Buyer Parties have elected pursuant to the provisions below to postpone the purchase thereof, (B) there is an Order issued by a Governmental Authority in effect on the Initial Closing Date (an “Asset Transfer Restriction Order”) preventing or prohibiting the transfer of any asset of the Archstone Entities to the Buyer Parties, or (C) with respect to a real property asset located in Xxxxxxxxxx County, Maryland, a certificate of compliance with respect to the applicable Tenant Purchase Option Law has not been obtained as of the Initial Closing Date and the Buyer Parties have concluded that an exemption from the requirement to obtain a certificate of compliance is not available (all such assets described in clauses (A) through (C) being referred to as “Deferred Closing Assets”), then (i) the purchase by the Buyer Parties of any Xxxxxxxxxx County Deferred Closing Asset and any Deferred Closing Asset with respect to which an Asset Transfer Restriction Order is in effect shall be postponed, and (ii) the Buyer Parties may elect, in their sole discretion, by written notice delivered to Seller within five (5) Business Days prior to the Initial Closing Date, subject to and in accordance with the provisions of this Section 2.5, to postpone the purchase by the Buyer Parties of any of the other Deferred Closing Assets, in each case, to a date following the Initial Closing Date that is no later than the Outside Deferred Closing Date, and which date shall be no later than three (3) Business Days following the date on which (x) the applicable Deferred Closing Asset Consent with respect to the applicable Deferred Closing Asset has actually been received, (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate of compliance is received with respect to the applicable Xxxxxxxxxx County Deferred Closing Asset, whichever may be applicable (each such closing of the purchase of the applicable Deferred Closing Asset by a Buyer Party, an “Extension Closing” and, the date on which any such Extension Closing actually occurs, an “Extension Closing Date”). For the avoidance of doubt, Schedule 2.5.1 shall not be modified except as expressly set forth in Section 9.2.

Deferred Closings. 2.5.1 In If the Closing occurs, in the event that (A) any Deferred Closing Asset Consent a consent of a third party lender is required in connection with any of the assets of the Archstone Entities set forth on Schedule 2.5.1 for Purchaser to assume an Assumed Loan pursuant hereto and such consent has not been obtained by the Closing (a "Deferral Event"), then (1) at the Closing, such Assumed Loan shall not be assumed, and the Portfolio Property securing such Assumed Loan and any Homes located on such Portfolio Property and any Notes related thereto shall not be acquired, by Purchaser from Seller (or prior its Subsidiaries), (2) at the Closing, the Purchase Price Balance shall be adjusted accordingly to reflect clause (1) by (x) subtracting from the Purchase Price Balance an aggregate amount equal to the Initial sum of (i) the gross value allocated to such Portfolio Property on Section 1.10 of the Seller Disclosure Letter, plus (ii) the Homes Amount with respect to such Homes, plus (iii) the Notes Amount with respect to such Notes and (y) deeming the Loan Amount as of the Closing Date with respect to such Assumed Loan to be zero, (3) Purchaser shall not assume any Assumed Liabilities with respect to any such Portfolio Property and (4) the parties shall at Purchaser's cost and expense use reasonable best efforts to obtain such consent as promptly as practicable. On the first business date after such consent is obtained (such date, a "Deferral Closing Date") (A) such Assumed Loan shall be assumed, and the Buyer Parties have elected pursuant Portfolio Property relating to the provisions below to postpone the purchase thereofsuch Assumed Loan and such Homes and Notes shall be acquired, by Purchaser from Seller (or its Subsidiaries), (B) there is an Order issued Purchaser shall deliver to Seller by a Governmental Authority in effect wire transfer to the bank account or bank accounts per the wire transfer instructions on the Initial Closing Date (an “Asset Transfer Restriction Order”Section 1.3(b) preventing or prohibiting the transfer of any asset of the Archstone Entities Seller Disclosure Letter, immediately available funds in an aggregate amount equal to the Buyer Parties, or (C) with respect to a real property asset located in Xxxxxxxxxx County, Maryland, a certificate sum of compliance with respect to the applicable Tenant Purchase Option Law has not been obtained as of the Initial Closing Date and the Buyer Parties have concluded that an exemption from the requirement to obtain a certificate of compliance is not available (all such assets described in clauses (A) through (C) being referred to as “Deferred Closing Assets”), then (i) the purchase by gross value allocated to such Portfolio Property on Section 1.10 of the Buyer Parties of any Xxxxxxxxxx County Deferred Closing Asset and any Deferred Closing Asset with respect to which an Asset Transfer Restriction Order is in effect shall be postponedSeller Disclosure Letter, and plus (ii) the Buyer Parties may electHomes Amount with respect to such Homes, in their sole discretionplus (iii) the Notes Amount with respect to such Notes, by written notice delivered to Seller within five (5) Business Days prior to the Initial as of such Deferral Closing Date, minus (iv) the Loan Amount with respect to such Assumed Loan, subject to adjustment to account for the items of income and expense referred to in accordance Section 1.9 prorated (as applicable) on a per diem basis as if Seller owned the applicable Portfolio Properties and Homes and Notes and Assumed Loans for the entire date on the Deferral Closing Date (with the terms of such Section 1.9 applying hereto mutatis mutandis) (C) Purchaser shall assume any Assumed Liabilities with respect to any such Portfolio Property and (D) the parties hereto shall comply with the terms and conditions of this Agreement and close the assignment to and assumption by Purchaser of such Assumed Loan and sale to and acquisition by Purchaser of such related Portfolio Property, Homes and Notes (a "Deferral Closing") on such Deferral Closing Date; provided, however, that if, by or on the date that is ninety days (the "Decision Date") after the Closing Date any such consent has not been obtained, then Purchaser must elect either (1) to assume all Assumed Loans and Assumed Liabilities not yet assumed and acquire all related Portfolio Properties and Homes and Notes and to otherwise comply with the provisions of this Section 2.5clauses (A), (B), (C) and (D) immediately above effective as of the Decision Date or (2) to not so assume (and relinquish any further rights to) such Assumed Loans and Assumed Liabilities related thereto and not so acquire (and relinquish any further rights to) such related Portfolio Properties and Homes and Notes and instead to deliver, and Purchaser shall deliver on the Decision Date, to postpone Seller by wire transfer to the purchase by bank account or bank accounts per the Buyer Parties of any wire transfer instructions on Section 1.3(b) of the other Deferred Closing AssetsSeller Disclosure Letter, immediately available funds in each case, an aggregate amount equal to a date following the Initial Closing Date that is no later than the Outside Deferred Closing Date, and which date shall be no later than three (3) Business Days following the date on which product of (x) the applicable Deferred Closing Asset Consent with respect to the applicable Deferred Closing Asset has actually been received, $200,000 multiplied by (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate number of compliance is received with respect to the applicable Xxxxxxxxxx County Deferred Closing Asset, whichever may be applicable (each such closing Portfolio Properties not so acquired by Purchaser as of the purchase of the applicable Deferred Closing Asset by a Buyer Party, an “Extension Closing” and, the date on which any such Extension Closing actually occurs, an “Extension Closing Decision Date”). For the avoidance of doubt, Schedule 2.5.1 shall not be modified except as expressly set forth in Section 9.2.

Deferred Closings. 2.5.1 In the event that (Aa) any Deferred Closing Asset Consent required in connection with any of the assets of the Archstone Entities set forth on Schedule 2.5.1 has not been obtained on or prior Notwithstanding anything herein to the Initial Closing Date and the Buyer Parties have elected pursuant to the provisions below to postpone the purchase thereofcontrary, (B) there is an Order issued by a Governmental Authority in effect on the Initial Closing Date (an “Asset Transfer Restriction Order”) preventing or prohibiting the transfer of any asset of the Archstone Entities to the Buyer Parties, or (C) with respect to a real property asset located in Xxxxxxxxxx County, Maryland, a certificate of compliance with respect to the applicable Tenant Purchase Option Law has not been obtained as of the Initial Closing Date and the Buyer Parties have concluded that an exemption from the requirement to obtain a certificate of compliance is not available (all such assets described in clauses (A) through (C) being referred to as “Deferred Closing Assets”), then if (i) all of the purchase conditions of Article VI to the extent relating to the Principal Jurisdictions have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Buyer Parties of any Xxxxxxxxxx County Deferred Closing Asset and any Deferred Closing Asset with respect to which an Asset Transfer Restriction Order is in effect shall be postponed, Principal Closing) and (ii) the Buyer Parties may electany (x) consent, in their sole discretionapproval or employee information and/or consulting obligations from or with any employee consultation body or other similar body or (y) other filing, by written notice delivered to Seller within five (5) Business Days prior to the Initial Closing Dateconsent, subject to and in accordance with the provisions of this Section 2.5, to postpone the purchase by the Buyer Parties approval or action of any of the other Deferred Closing AssetsGovernmental Authority or third party, in each case, set forth on Section 2.5(a) of the Disclosure Schedules (each such consent, approval, obligation, filing or action, an “Ancillary Jurisdiction Approval”), shall not have been obtained or completed by the time such conditions are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Principal Closing), then the transfer of the Transferred Parent Equity Interests, Transferred Assets and the Transferred Employees and the assumption of the Assumed Liabilities in the jurisdiction in which such Ancillary Jurisdiction Approval has not been obtained or completed (each, a date following “Deferred Jurisdiction”) (such Transferred Parent Equity Interests, Transferred Assets, Transferred Employees and Assumed Liabilities, collectively, a “Deferred Business”) will not occur on the Initial Closing Date that is no later than the Outside Deferred Principal Closing Date, but shall instead occur as set forth in this Section 2.5 and which date the Disapplied Provisions shall be no later than three (3) Business Days following the date on which (x) the applicable Deferred Closing Asset Consent with respect apply to the applicable Deferred Closing Asset has actually been received, (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate of compliance is received with respect to the applicable Xxxxxxxxxx County Deferred Closing Asset, whichever may be applicable (each such closing of the purchase Business as of the applicable Deferred Closing Asset by a Buyer PartyDate and not as of the Principal Closing Date. In respect of the Disapplied Provisions, an (A) the term “Extension ClosingBusiness” shall be deemed to exclude such Deferred Business, (B) the term “Transferred Equity Interests” shall be deemed to exclude the Transferred Equity Interests in such Deferred Jurisdiction, (C) the term “Transferred Parent Equity Interests” shall be deemed to exclude the Transferred Parent Equity Interests in such Deferred Jurisdiction, (D) the term “Transferred Assets” shall be deemed to exclude the Transferred Assets in such Deferred Jurisdiction, (E) the term “Assumed Liabilities” shall be deemed to exclude the Assumed Liabilities in such Deferred Jurisdiction and (F) the term “Transferred Employees” shall be deemed to exclude the Transferred Employees in such Deferred Jurisdiction, in each case, as of the Principal Closing (and, the date on which any such Extension Closing actually occurs, an “Extension Closing Date”). For for the avoidance of doubt, Schedule 2.5.1 such terms shall not be modified except as expressly set forth deemed to include the Deferred Business and the Transferred Equity Interests, Transferred Parent Equity Interests, Transferred Assets, Assumed Liabilities and Transferred Employees in Section 9.2such Deferred Jurisdictions on and following the applicable Deferred Closing Date).

Deferred Closings. 2.5.1 In Title to each Talisman Deferred Parcel or Transferor's Deferred Parcels (subject to the event that (ATransferor's Reservations) any Deferred Closing Asset Consent required in connection with any shall, at the option of the assets Party entitled to receive such Deferred Parcel, be conveyed: (i) within fifteen (15) days after such Party's receipt of the Archstone Entities set forth on Schedule 2.5.1 has not been obtained on applicable Notice of Completion; or prior to the Initial Closing Date (ii) at an earlier date designated by such Party, or such later date as such Party and the Buyer Parties have elected transferring Party shall agree. Title to any Talisman Deferred Parcel which is a part of the Talisman Lower Ranch Real Property shall be conveyed, pursuant to the provisions below terms and conditions of the Talisman Agreement, to postpone the purchase thereofDistrict subject to the Talisman Lower Ranch Reservations, (B) there is an Order issued by a Governmental Authority in effect on and at the Initial Deferred Closing Date (an “Asset Transfer Restriction Order”) preventing or prohibiting the transfer of any asset such Talisman Deferred Parcel, Talisman shall execute an Assignment and Assumption of Reservation in favor of the Archstone Entities applicable Transferor or its designee, as identified on EXHIBIT B and such Transferor or its designee and the District shall execute an Amendment Number One to Talisman Lower Ranch Reservation in the form attached hereto as EXHIBIT E-8. Title to the Buyer PartiesTalisman Lower Ranch Deferred Parcels shall be conveyed, or (C) with respect to a real property asset located in Xxxxxxxxxx County, Maryland, a certificate of compliance with respect pursuant to the applicable Tenant Purchase Option Law has not been obtained as terms and conditions of the Initial Closing Date and Talisman Agreement, to the Buyer Parties have concluded that an exemption from District; provided, however, if the requirement applicable Transferor or Transferors timely elect to obtain a certificate exercise their option, pursuant to the Talisman Lower Ranch Deferred Parcels Option Agreement attached hereto as EXHIBIT P, to include some or all of compliance is not available (all the Talisman Lower Ranch Deferred Parcels in such assets described in clauses (A) through (C) being referred Transferors' or its designees' Talisman Lower Ranch Reservations, then to as “the extent of such election, the Talisman Lower Ranch Deferred Parcels shall be conveyed to the District subject to the Talisman Lower Ranch Reservations. At the Deferred Closing Assets”), then (i) the purchase by the Buyer Parties of any Xxxxxxxxxx County Talisman Lower Ranch Deferred Closing Asset and any Deferred Closing Asset Parcel with respect to which such Transferor has exercised such election, Talisman shall execute an Asset Transfer Restriction Order is Assignment and Assumption of Reservation in effect shall be postponed, and (ii) the Buyer Parties may elect, in their sole discretion, by written notice delivered to Seller within five (5) Business Days prior to the Initial Closing Date, subject to and in accordance with the provisions of this Section 2.5, to postpone the purchase by the Buyer Parties of any of the other Deferred Closing Assets, in each case, to a date following the Initial Closing Date that is no later than the Outside Deferred Closing Date, and which date shall be no later than three (3) Business Days following the date on which (x) the applicable Deferred Closing Asset Consent with respect to the applicable Deferred Closing Asset has actually been received, (y) the Asset Transfer Restriction Order with respect to the applicable Deferred Closing Assets is no longer in effect, or (z) the applicable certificate of compliance is received with respect to the applicable Xxxxxxxxxx County Deferred Closing Asset, whichever may be applicable (each such closing of the purchase favor of the applicable Transferor or its designee identified on in the Talisman Lower Ranch Deferred Parcels Option Agreement, and such Transferor or its designee and the District shall execute an amendment to the Talisman Lower Ranch Reservation adding such Talisman Lower Ranch Deferred Parcel(s) to the definition of "Property," as defined in the Talisman Lower Ranch Reservations, and subjecting such Talisman Lower Ranch Deferred Parcel(s) to the terms thereof. The Seventh Day Baptist Lease shall be assigned to TNC pursuant to the terms and conditions of the Talisman Agreement. Prerequisites and procedures applicable by this Agreement to the Closing Asset by a Buyer Partyshall, an “Extension unless specifically excepted in this Agreement, be deemed to apply to every Deferred Closing” and, the date on which any such Extension Closing actually occurs, an “Extension Closing Date”). For the avoidance of doubt, Schedule 2.5.1 shall not be modified except as expressly set forth in Section 9.2.