Common use of Additional Closing Clause in Contracts

Additional Closing. Whether or not Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defects) Seller may postpone the Closing, with respect to any of the Properties as to which Buyer has raised an Asserted Defect, by designating an additional Closing Date or Closing Dates, which shall not be later than six (6) months after the initial Closing Date designated in Section 9.1, for the Closing as to such Properties, provided, however, if Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interest, the period for Seller to cure said interest and the resulting additional Closing Date shall be extended so long as Seller pursues any legal action, but not longer than nine (9) months after the Closing Date, unless Buyer agrees in writing to extend the deadline for any resulting additional Closing Date. Subject to the foregoing sentence, the additional Closing Date for a Property that was the subject of litigation to cure title shall be held within two (2) weeks of Seller’s notice to Buyer of any conveyance of the Property into Seller, other documentation reasonably acceptable to Buyer which vests title into Seller, or any final non-appealable decision or settlement which vests title into Seller. If Seller elects to postpone the Closing with respect to such Properties, then the Purchase Price paid at the initial Closing for the remainder of the Properties shall be reduced by the Allocated Amount allocated to said Property and the amount of such reduction shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a portion of the Deposit shall be applied as provided in Section 9.3 to the portion of the Purchase Price paid at the initial Closing if it occurs, such portion being the percentage equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price set forth in Section 3.1. Notwithstanding any such election to postpone Closing with respect to the affected Properties, Seller shall still have no obligation to commence to cure or cure any Asserted Defects.

Additional Closing. Whether or not Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defectsa) Seller may postpone At any time from the Closing, with respect to any of the Properties as to which Buyer has raised an Asserted Defect, by designating an additional Closing Date or Closing Dates, which shall not be later than six (6) months after until the initial Closing Date designated in Section 9.1, for the Closing as to such Properties, provided, however, if Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interest, the period for Seller to cure said interest and the resulting additional Closing Date shall be extended so long as Seller pursues any legal action, but not longer than nine (9) months after one-year anniversary of the Closing Date, unless Buyer agrees the Purchaser shall have (in writing to extend the deadline for any resulting additional Closing Date. Subject addition to the foregoing sentence, the additional Closing Date for a Property that was the subject of litigation to cure title shall be held within two (2) weeks of Seller’s notice to Buyer of any conveyance of the Property into Seller, other documentation reasonably acceptable to Buyer which vests title into Seller, or any final non-appealable decision or settlement which vests title into Seller. If Seller elects to postpone the Closing with respect to such Properties, then the Purchase Price paid at the initial Closing for the remainder of the Properties shall be reduced by the Allocated Amount allocated to said Property and the amount of such reduction shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a portion of the Deposit shall be applied as provided in Section 9.3 to the portion of the Purchase Price paid at the initial Closing if it occurs, such portion being the percentage equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price rights set forth in Section 3.14.14) the option, in its sole and absolute discretion, to purchase at up to (but no more than) three Additional Closings, Additional Debentures with an aggregate face value of $1,125,000. Notwithstanding The amount the Purchaser shall pay for each Additional Debenture shall be equal to 88.889% of the face value of the Additional Debenture (the “Additional Subscription Amount”) and the Purchaser may purchase at each Additional Closing Additional Debentures with any such election face value that it shall determine (up to postpone an aggregate face value of $1,125,000) that is in excess of $200,000. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR OF ANY OTHER TRANSACTION DOCUMENT, THE PURCHASER SHALL HAVE NO OBLIGATION TO PURCHASE ANY ADDITIONAL DEBENTURE, WHICH PURCHASE SHALL BE MADE IN THE SOLE AND ABSOLUTE DISCRETION OF THE PURCHASER. (b) The Purchaser shall exercise its option to purchase one or more Additional Debentures by delivering a notice thereof (an “Additional Closing with respect Notice”) to the affected PropertiesCompany not more than 15 Trading Days and not less than five Trading Days prior to the Additional Closing Date for such purchase. Each Additional Closing Notice shall specify (i) the Additional Closing Date and (ii) the face value and Additional Subscription Amount of the Additional Debenture to be purchased at such Additional Closing. (c) On each Additional Closing Date specified in an Additional Closing Notice, Seller upon the terms and subject to the conditions set forth herein, the Company shall still sell, and the Purchaser shall purchase, the Additional Debenture in the amount specified in such Additional Closing Notice and an Additional Warrant exercisable for the Additional Warrant Share Amount. The Purchaser shall deliver to the Company via wire transfer or a certified check in immediately available funds equal to the Additional Subscription Amount for the Additional Debentures to be purchased at such Additional Closing Date and the Company shall deliver to the Purchaser such Additional Debenture and Additional Warrant and the other items set forth in Section 4.15(d). Upon satisfaction of the conditions set forth in Sections 4.15(f) and 4.15(g), the Additional Closing shall occur at the offices of FW, or such other location as the parties shall mutually agree. (d) On each Additional Closing Date, the Company shall deliver or cause to be delivered to the Purchaser (or as otherwise specified) the following: (i) a legal opinion of Company Counsel, in the form of Exhibit F attached hereto; (ii) the Additional Debenture to be purchased at such Additional Closing, duly executed by the Company (in the event the Additional Debenture purchased at an Additional Closing has a face value of less than $1,125,000, the repayment terms of the form of Additional Debenture attached hereto as Exhibit A shall be adjusted in the Additional Debenture executed and delivered by the Company at such Additional Closing to correspond to that portion of such maximum face value represented by the face value of such Additional Debenture); (iii) the Additional Warrant to be purchased at such Additional Closing registered in the name of the Purchaser to purchase up to the Additional Warrant Share Amount of such Additional Warrant; (iv) resolutions duly adopted by the respective Boards of Directors of the Company and the Subsidiaries authorizing the execution, delivery and performance of the documents delivered at such Additional Closing; (v) by wire transfer to the account as specified in writing by the Purchaser, an amount equal to 2.00% of the Additional Subscription Amount paid at such Additional Closing, representing payment of a collateral management fee; (vi) a certificate of the chief executive officer of the Company confirming the compliance by the Company with the conditions set forth in Section 4.15(g); (vii) payment of the fees and expenses of the Purchaser’s counsel in connection with such Additional Closing; and (viii) evidence that the Subsidiaries’ gaming licenses are in good standing with the Board. (e) On each Additional Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, the Additional Subscription Amount of the Additional Debenture to be purchased at such Additional Closing, by wire transfer to the account as specified in writing by the Company. (f) The obligations of the Company hereunder in connection with each Additional Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on such Additional Closing Date of the representations and warranties of the Purchaser contained herein; (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to such Additional Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the item set forth in Section 4.15(e) of this Agreement. (g) The obligations of the Purchaser hereunder in connection with each Additional Closing are subject to the following conditions being met: (i) the accuracy in all material respects on such Additional Closing Date of the representations and warranties of the Company contained herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Additional Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 4.15(d) of this Agreement; (iv) there shall have been no obligation Material Adverse Effect since the date hereof; and (v) if the Common Stock is traded on a Trading Market at the date hereof, from the date hereof to commence such Additional Closing Date, trading in the Common Stock shall not have been suspended, and, at any time prior to cure such Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or cure limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Asserted DefectsTrading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in the case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Additional Debenture and the Additional Warrant to be purchased at such Additional Closing.

Additional Closing. Whether or not Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defects) Seller may postpone the Closing, with respect to any The obligation of the Properties as Buyer hereunder to which purchase its Preferred Shares at each Additional Closing is subject to the satisfaction, at or before each Additional Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived only by the Buyer has raised an Asserted Defectat any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have delivered to each a Buyer a written notice indicating the aggregate number of Additional Preferred Shares to be issued and sold by the Company at the applicable Additional Closing (the “Additional Closing Tranche”) at least ten (10) Trading Days, by designating an additional prior to the desired Additional Closing Date or Date, provided that the Additional Closing Dates, which Tranche at such Additional Closing shall be no more than 25,000 Additional Preferred Shares. (ii) Such Buyer shall not be later than six required to purchase additional Preferred Shares at any Additional Closing to the extent that such purchase would result in the Buyer holding, at any time, in excess of 35,000 Preferred Shares in the aggregate. (6iii) months after the initial Closing Date designated in Section 9.1, for the Closing as to such Properties, provided, however, if Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interest, the period for Seller to cure said interest and the resulting additional The Additional Closing Date shall be extended at least (60) calendar days following the immediately preceding Closing Date and since the immediately preceding Closing the aggregate dollar trading volume in the Ordinary Shares on the principal market (the “Aggregate Trading Volume Amount”), was at least 12x the aggregate stated value of the Preferred Shares issued and sold in the immediately preceding Closing. (iv) Subject to Section 7(b)(v) below, the arithmetic average of the daily dollar trading volume (as reported on Bloomberg) of the Ordinary Shares on the Principal Market during the twenty (20) consecutive Trading Day period ending on the Trading Day immediately preceding the Additional Closing Date (such average, “Average Daily Trading Volume Amount”), must be greater than $4,000,000 per Trading Day. (v) Notwithstanding Section 7(b)(iv), if the trading volume condition pursuant to Sections 7(b)(iv), is not satisfied (but so long as Seller pursues the Average Daily Trading Volume Amount is at least $1,500,000), the Additional Purchase Price and the number of Additional Preferred Shares, for such Additional Closing, shall be proportionally adjusted to the Daily Trading Volume Amount divided by $4,000,000. (vi) The Closing Sale Price (as defined in the Certificate of Designations) of the Ordinary Shares on each of the ten (10) consecutive Trading Days immediately preceding the Additional Closing Date shall be no less than the greater of (i) $1.00 per Ordinary Share and (ii) 150% of the Floor Price (as defined in the Certificate of Designations). (vii) No Triggering Event as defined in the Certificate of Designations has occurred or that, in respect of any legal actionTriggering Event, but not longer than nine with notice, the passage of time or both, is expected to occur. (9viii) months after The Buyer shall have received the opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Company’s U.S. counsel, and Walkers (Cayman) LLP, the Company's Cayman counsel, each dated as of the Additional Closing Date, addressed to the Buyer, in form and substance reasonably acceptable to the Buyer. (ix) The Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (x) The Company shall have delivered to the Buyer a certificate of good standing issued by the Cayman Islands Registrar of Companies as of a date within ten (10) days of the Additional Closing Date. (xi) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. The Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, unless Buyer agrees in writing to extend the deadline for any resulting additional Closing Date. Subject to the foregoing sentenceeffect. (xii) The Company shall have delivered to the Buyer a letter from the Transfer Agent certifying the number of Ordinary Shares outstanding on the Trading Day immediately prior to the Closing Date. (xiii) The Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xvi) Since the date of the immediately preceding Closing Date, no condition, event or series of events shall exist or have occurred that has had or would reasonably be expected to have or result in a Material Adverse Effect. (xvii) The Company has at all times prior to such Additional Closing Date for a Property that was duly and timely delivered all Conversion Shares required to be delivered upon the subject conversion of litigation to cure title any Preferred Shares in accordance with the terms of the Certificate of Designation. (xviii) The Company has an unrestricted cash and cash equivalent balance of at least $50,000,000 as of such Additional Closing Date. (xix) A Registration Statement shall be held within two effective and available for the issuance and sale of (2x) weeks the Additional Preferred Shares to be issued in the Additional Closing, (y) Preferred Shares in an amount equal to not less than eighteen (18) months of Seller’s notice Dividends on such Additional Preferred Shares and (z) the Conversion Shares issuable upon conversion thereof, and the Company shall have delivered (or made publicly available through ▇▇▇▇▇) to the Buyer the Prospectus and the Prospectus Supplement with respect thereto. (xx) No default or event of default, except as waived or consented to in writing therein, shall have occurred and be continuing under (a) any conveyance Indebtedness of the Property into Seller, other documentation reasonably acceptable to Buyer which vests title into SellerCompany or any Subsidiary having an outstanding principal amount in excess of ten million dollars ($10,000,000) since the date of the First Closing Date, or any final non-appealable decision or settlement which vests title into Seller. If Seller elects to postpone (b) the Closing with respect to such PropertiesConvertible Secured Notes (as defined in the Certificate of Designations), then the Purchase Price paid at the initial Closing for the remainder regardless of the Properties outstanding principal amount thereof. (xxi) The Company shall be reduced have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Allocated Amount allocated to said Property and the amount Buyer or its counsel may reasonably request. (xxii) There are no outstanding classes of such reduction shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a portion capital stock of the Deposit shall be applied as provided in Section 9.3 Company that would rank senior to or on parity with the portion of the Purchase Price paid at the initial Closing if it occurs, such portion being the percentage equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price set forth in Section 3.1. Notwithstanding any such election to postpone Closing with respect to the affected Properties, Seller shall still have no obligation to commence to cure or cure any Asserted DefectsPreferred Shares.

Additional Closing. Whether At Buyer's sole and absolute discretion, exercisable for a period of 30 days immediately subsequent to its receipt from Sellers of an Additional Closing Notice (as defined below), Buyer may purchase any or not Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defects) Seller may postpone the Closing, with respect to any of the Properties as Simulators listed on Schedule 4.14 together with all Leases and other assets relating thereto, including without limitation the Leases listed on Schedule 4.14 (the "Additional Assets"), and identified in such Additional Closing Notice for the cash purchase price indicated on such Schedule for such Simulators. On the date of this Agreement Buyer shall pay a $528,000 non-refundable deposit (the "Deposit") toward the cash purchase price of the Additional Assets in immediately available funds to PL. The Deposit shall be applied toward the cash purchase price of any or all of the Additional Assets which Buyer has raised an Asserted Defect, by designating an additional Closing Date or Closing Dates, which elects to purchase and Buyer shall not be later than six (6) months after pay the initial Closing Date designated in Section 9.1, for the Closing as to such Properties, provided, howeverbalance, if Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interestany, the period for Seller to cure said interest and the resulting additional Closing Date shall be extended so long as Seller pursues any legal action, but not longer than nine (9) months after the Closing Date, unless Buyer agrees in writing to extend the deadline for any resulting additional Closing Date. Subject to the foregoing sentence, the additional Closing Date for a Property that was the subject of litigation to cure title shall be held within two (2) weeks of Seller’s notice to Buyer of any conveyance of the Property into Seller, other documentation reasonably acceptable to Buyer which vests title into Seller, or any final non-appealable decision or settlement which vests title into Seller. If Seller elects to postpone the Closing with respect to cash purchase price for such Properties, then the Purchase Price paid at the initial Closing for the remainder of the Properties shall be reduced Additional Assets upon delivery by the Allocated Amount allocated to said Property and the amount Sellers of such reduction Additional Assets. Buyer acknowledges and agrees that it shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a forfeit any portion of the Deposit that is not so applied towards the purchase of the Additional Assets. Upon the consummation of any such purchase, IMTS shall be issue an additional warrant to Buyer, in the same form as the Warrant, exercisable for a number of shares of Common Stock equal to (i) the sum of the (x) the aggregate cash purchase price for the Additional Assets purchased minus (y) the amount, if any, of the Deposit applied as provided in Section 9.3 to the portion purchase of such Additional Assets times (ii) 2.5. Sellers shall deliver an Additional Closing Notice with respect to each Simulator listed on Schedule 4.14 no later than 10 days prior the installation of such Simulator and, in any event, no later than May 31, 2005, and Sellers acknowledge that any failure to do so would result in a loss to Buyer subject to indemnification under Section 4 in an amount equal to Buyer's reasonable anticipated profits from the Additional Assets. To the extent that Buyer elects not to purchase any Additional Assets, and Sellers enter into more favorable Leases (by amendment or otherwise) with respect thereto prior to the stated termination of the Purchase Price paid at the initial Leases described in any Additional Closing if it occursNotice or Notices, such portion being the percentage Sellers shall promptly pay to Buyer an amount equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price set forth in Section 3.1. Notwithstanding present value of any such election to postpone Closing with respect to the affected Properties, Seller shall still have no obligation to commence to cure or cure any Asserted Defectsfavorable difference in economic terms.

Additional Closing. Whether or not a Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not a Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defects) any Seller may postpone the Closing, with respect to any of the Properties in which such Seller owns an interest as to which Buyer has raised an Asserted Defect, by designating an additional Closing Date or Closing Dates, which shall not be later than six (6) months after the initial Closing Date designated in Section 9.1, for the Closing as to such Properties, provided, however, if such Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interest, the period for such Seller to cure said interest and the resulting additional Closing Date shall be extended for no more than 36 months so long as such Seller actively pursues any legal action, but not longer than nine (9) months after the Closing Date, unless Buyer agrees in writing to extend the deadline for any resulting additional Closing Date. Subject to the foregoing sentence, the The additional Closing Date for a Property that was the subject of litigation to cure title shall be held within two (2) weeks of Seller’s notice to Buyer of any conveyance of the Property into such Seller, other documentation reasonably acceptable to Buyer which vests title into such Seller, or any final non-appealable decision or settlement which vests title into such Seller. If such Seller elects to postpone the Closing with respect to such Properties, then the Purchase Price paid at the initial Closing for the remainder of the Properties shall be reduced by the Allocated Amount allocated to said Property and the amount of such reduction shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a portion of the Deposit shall be applied as provided in Section 9.3 to the portion of the Purchase Price paid at the initial Closing if it occurs, such portion being the percentage equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price set forth in Section 3.1. Notwithstanding any such election to postpone Closing with respect to the affected Properties, Seller Sellers shall still have no obligation to commence to cure or cure any Asserted Defects.

Additional Closing. Whether or not Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defects) Seller may postpone the Closing, with respect to any of the Properties as to which Buyer has raised an Asserted Defect, by designating an additional Closing Date or Closing Dates, which shall not be later than six (6) months after the initial Closing Date designated in Section 9.1, for the Closing as to such Properties, provided, however, if Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interest, the period for Seller to cure said interest and the resulting additional Closing Date shall be extended so long as Seller pursues any legal action, but not longer than nine (9) months after the Closing Date, unless Buyer ▇▇▇▇▇ agrees in writing to extend the deadline for any resulting additional Closing Date. Subject to the foregoing sentence, the additional Closing Date for a Property that was the subject of litigation to cure title shall be held within two (2) weeks of Seller’s notice to Buyer of any conveyance of the Property into Seller, other documentation reasonably acceptable to Buyer which vests title into Seller, or any final non-appealable decision or settlement which vests title into Seller. If Seller elects to postpone the Closing with respect to such Properties, then the Purchase Price paid at the initial Closing for the remainder of the Properties shall be reduced by the Allocated Amount allocated to said Property and the amount of such reduction shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a portion of the Deposit shall be applied as provided in Section 9.3 to the portion of the Purchase Price paid at the initial Closing if it occurs, such portion being the percentage equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price set forth in Section 3.1. Notwithstanding any such election to postpone Closing with respect to the affected Properties, Seller shall still have no obligation to commence to cure or cure any Asserted Defects.

Additional Closing. Whether or If the full number of the authorized shares of Series A Preferred Stock and Warrants is not Seller has then begun to, or ever begins to cure one or more Asserted Defects (and whether or not Seller has elected to proceed under Section 7.5 or Section 7.6 below with respect to all Properties, or one or more Asserted Defects) Seller may postpone sold at the Initial Closing, with respect one additional closing (the "Additional Closing", and the Additional Closing and the Initial Closing being referred to as a "Closing") may occur on any day on or prior to May 9, 2005 (or such later date as agreed to in writing by the Company and the Purchasers) for the sale of up to the balance of the Properties as to which Buyer has raised an Asserted Defect, by designating an additional Closing Date or Closing Dates, which shall not be later than six (6) months after the initial Closing Date designated in Section 9.1, for the Closing as authorized but unissued Series A Preferred Stock and Warrants to such Propertiespersons as the Company may determine, provided, however, if Seller is seeking to cure the Asserted Defect through any legal action against the party claiming or clouding the title to any interest, the period for Seller to cure said interest and the resulting additional Closing Date shall be extended so long as Seller pursues any legal action, but not longer than nine (9) months after the sale of such securities at the Additional Closing Date, unless Buyer agrees in writing to extend the deadline for any resulting additional Closing Date. Subject is effected pursuant to the foregoing sentenceterms of this Agreement and at a price per share paid in cash, no less than the additional per share Purchase Price. The Additional Closing Date for a Property that was the subject of litigation to cure title shall be held within two (2) weeks of Seller’s notice to Buyer of any conveyance of effected in the Property into Seller, other documentation reasonably acceptable to Buyer which vests title into Seller, or any final non-appealable decision or settlement which vests title into Seller. If Seller elects to postpone the Closing with respect to such Properties, then the Purchase Price paid at the initial Closing for the remainder of the Properties shall be reduced by the Allocated Amount allocated to said Property and the amount of such reduction shall instead be paid on the additional Closing Date at the Closing for such Properties. Only a portion of the Deposit shall be applied as provided in Section 9.3 to the portion of the Purchase Price paid at the initial Closing if it occurs, such portion being the percentage equal to the unadjusted Purchase Price paid at the initial Closing divided by the unadjusted Purchase Price manner set forth in Section 3.11.3. Notwithstanding any Any individual or entity purchasing securities at the Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to this Agreement and the Company shall update Exhibit A hereto to include each such election Additional Purchaser, at which time each such Additional Purchasers shall be deemed to postpone Closing with respect be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the Rights Agreement (as defined in Section 2.1). At the Additional Closing, (i) the Company will deliver to the affected PropertiesAdditional Purchasers the various certificates, Seller instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company the various certificates, instruments and documents referred to in Section 2.1(b) below, and (iii) the Company shall still have no obligation deliver to commence each Additional Purchaser a share certificate and Warrant registered in such Additional Purchaser's name representing the shares of Series A Preferred Stock and Warrants that such Additional Purchaser is to cure receive from the Company at the Additional Closing to be set forth opposite such Additional Purchaser's name on the updated Exhibit A hereto, against payment of the purchase price therefor by check or cure any Asserted Defectswire transfer to an account designated by the Company or other means acceptable to the Company. The Initial Purchased Securities and the securities, if any, purchased at the Additional Closing, are referred to herein as the "Purchased Securities."