Common use of Final Closing Clause in Contracts

Final Closing. Per the CP / CS and the terms and conditions of this agreement, the final closing will occur no later than 315' Ocbber, 2019. An Interim Closing shall occur between the Initial Closins and the Final Closing. On each of the Closing Date, the Committee shall concurrently deliver to the Transferor all (i) duly stamped original share certificate(s) representing the SE.e Shares, duly endorsed in favor of the Transferor and (if_ duly stamped, applicable stamped duty paid and executed original share transfer form(s) for transferring the Sale Shares to the Transferor. i. At the Final Closing, all things required to occur shall be deemed to have occurred concurrently. d. Post each of the Covenants relevant to the Closings : i. The Company shall file required documents and forms with the Registrar of Companies (ROC); ii. TRRB shall file required documents in due course with Security Exchange Commission (SEC) of USA related to this transaction; iii. The Transferor shall file a Form D with the United States Consideration Shares and Exchange Commission witain the required time frame covering the issue of unrestricted common stork to the Sellers; iv. The Company shall take the necessary corporate actiois incliding but not limited to holding such meetings as may be reqt_ red tc approve and take on record the transfer of the Sale Shares and luting the Transferor as the beneficial owner of the Sale shares and the Company shall provide to the Transferor a true copy c the minutes of the meeting approving the transfer of the Sale Shares and a certified extract of the Register of Members of the Company updating Transferor as the owners of the Sale Shares; and v. The Parties shall further co-operate with the Transferor to take the necessary steps to file the Form FCTRS along with requisite 8 v9 enclosures for transfer of Sale Shares within the prescribed timelines and in accordance with FEMA 20. . On completion of the Initial Closing obligation of 1NR 9.60 Crore stipulated hereinabove, the Transferor shall provide the funding as equity or Convertible instrument for the Company to inject capital into investee company Apodis Hotels & Resorts Limited (CIN: U55101MH2008PLC200363) and its subsidiaries namely Apodis Foods ic Bands Pvt. Limited (CIN:U55204MH2012PTC231163) and Intenista)/ Hotels Private Limited (CIN:U55101KA2007PTC04431 ).

Final Closing. Per (a) Upon satisfaction of the CP / CS Final Closing Condition (defined below) for one or more Sites, Seller or Purchaser may deliver written notice of such satisfaction (a “Platting Completion Notice”) to the other party and the terms Title Company. In order for a notice from Seller or Purchaser to be considered a Platting Completion Notice, it must clearly state the words “Platting Completion Notice” at the top of such notice. To the extent that the other party and conditions of this agreementthe Title Company do not already have such materials, the Platting Completion Notice shall include copies of the recorded Plat and the final closing will occur no later than 315' OcbberSurvey, 2019if any, for each Site covered by such Platting Completion Notice (to the extent that the party sending the Platting Completion Notice has such materials). An Interim Promptly following the Title Company’s receipt of a Platting Completion Notice, the Title Company shall, without the need for any further instruction, promptly take the following actions: (1) Issue to Seller and Purchaser updated Title Commitment(s) (each an “Updated Title Commitment” and collectively, the “Updated Title Commitments”) for the applicable Site(s) covered by such Platting Completion Notice, which reference the recorded Plat(s) for the applicable Site(s) in the legal description for such Site(s) (each an “Updated Legal Description” and collectively, the “Updated Legal Descriptions”). Purchaser shall have the right to elect to instruct the Title Company to either include all of the Sites on a single Updated Title Commitment or to include one or more Sites on multiple Updated Title Commitments. (2) Replace the Preliminary Legal Description attached as Exhibit “A” to the applicable Preliminary Deed(s) with the respective Updated Legal Description for the applicable Site(s) and add any New Permitted Encumbrances appearing on the Updated Title Commitments or the Surveys, if any, to the list of Permitted Encumbrances attached as Exhibit “B” to the applicable Preliminary Deed(s). After each Preliminary Deed has been revised pursuant to this Section 7(a)(2), it shall be deemed an “Updated Deed”. (3) As soon as practicable after the Title Company receives a Platting Completion Notice, and prepares all of the applicable Updated Title Commitment(s) and all of the Updated Deed(s), the Title Company shall deliver written notice of such to Seller and Purchaser (the “Final Closing Notice”). The Final Closing Notice shall occur include copies of all of the applicable Updated Title Commitment(s) and all of the applicable Updated Deed(s). (b) Notwithstanding anything contained in this Contract to the contrary, during the period between the Initial Closins Preliminary Closing and the Final Closing. On each Closing for a Site, in no event shall Seller or its affiliates encumber, pledge, assign or transfer, by operation of law or otherwise, a Site or all or any portion of the Closing DateLand or its interest therein; provided, the Committee shall concurrently deliver to the Transferor all however, that (i) duly stamped original share certificate(sSeller shall have the express right to take any Approved Actions and to execute, record and encumber any Site(s) representing with New Permitted Encumbrances, and (ii) such actions described in the SE.e Sharesimmediately preceding clause (i) shall in no event be a default, duly endorsed breach or violation of this Contract or this paragraph. Any violation of this paragraph shall be a default by Seller for which, regardless of any other provision of this Contract, Purchaser shall be entitled to any and all remedies at law or in favor equity, including, without limitation, consequential and punitive damages; provided, however, that Purchaser may only pursue such remedies if Seller fails to cure such violation by causing such matter to be paid in full and released, bonded around or otherwise cured within five (5) business days following Seller’s receipt of written notice from Purchaser regarding such violation. (c) Upon receipt of a Final Closing Notice, Seller and Purchaser shall have a period of five (5) business days (the “Objection Period”) in which to deliver a written objection notice (an “Objection Notice”) to the other party and the Title Company; provided that Seller or Purchaser may only deliver an Objection Notice if either (i) the Final Closing Condition for the applicable Site(s) has not been satisfied or (ii) such party reasonably believes that there is a mistake in the Updated Commitment(s) or Updated Deed(s) for the applicable Site(s); and provided further that neither party may deliver an Objection Notice based on the inclusion of any Permitted Encumbrance or New Permitted Encumbrance (defined below) on the Updated Title Commitment(s) or Updated Deed(s) for the applicable Site(s). Notwithstanding anything to the contrary, if either party delivers an improper Objection Notice or without a reasonable basis for doing so, such party shall be responsible for all costs incurred by the other party as a result thereof, including reasonable attorneys’ fees and court costs. If the Title Company does not receive an Objection Notice from Seller or Purchaser prior to the expiration of the Transferor and (if_ duly stampedObjection Period, applicable stamped duty paid and executed original share transfer form(s) for transferring then the Sale Shares to the Transferor. i. At the “Final Closing, all things required to occur shall ” for the Site(s) covered by such Final Closing Notice will be deemed to have occurred concurrently. d. Post on the expiration of the applicable Objection Period (the “Actual Final Closing Date” for such Site(s)) and the parties shall promptly take the following actions following the expiration of the Objection Period (collectively, the “Final Closing Actions”): (1) The Title Company shall date each of the Covenants relevant applicable Partial Termination(s) of Master Leases and Partial Termination(s) of Subleases as of the Actual Final Closing Date for such Site(s), and record such documents in the Real Property Records of the proper County in which the respective Site(s) are located. (2) The Title Company shall date each of the applicable Updated Deed(s) to be effective as of the Actual Final Closing Date for such Site(s) and record such Updated Deeds in the Real Property Records of the proper County in which the respective Site(s) are located. (3) If the Final Closing has not previously occurred for any of the other Sites, the Title Company shall date the Memorandum of Permanent Lease as of the Actual Final Closing Date for such Site(s), attach the applicable Updated Legal Descriptions as Exhibit “A” to such Memorandum of Permanent Lease, and record such Memorandum of Permanent Lease in the Real Property Records of the proper County in which the respective Site(s) are located. If the Final Closing has previously occurred for any of the other Sites, Seller and Purchaser shall also execute, acknowledge where appropriate, and deliver to the Closings : i. Title Company two (2) counterparts of an Amendment to Permanent Lease (each an “Amendment to Permanent Lease”) and a Memorandum of Amendment to Permanent Lease (each a “Memorandum of Amendment to Permanent Lease”), both in a form reasonably acceptable to Seller and Purchaser, and pursuant to which the Site(s) covered by such Final Closing are added as part of the Property covered by the Permanent Lease, with the effective date of the Permanent Lease as to such newly added Site(s) being the date of such Final Closing. The Title Company shall file required documents date each Memorandum of Amendment to Permanent Lease as of the Actual Final Closing Date for such Site(s) and forms record such Memorandum of Amendment to Permanent Lease in the Real Property Records of the County in which the respective Site(s) are located. (4) If the Final Closing has not previously occurred for any of the other Sites, the Title Company shall date the Permanent Lease as of the Actual Final Closing Date for such Site(s), attach the applicable Updated Legal Descriptions as Exhibit “A” to the Permanent Lease, and deliver one original counterpart of such Permanent Lease to both Seller and Purchaser. If the Final Closing has previously occurred for any of the other Sites, the Title Company shall date the Amendment to Permanent Lease as of the Actual Final Closing Date for such Site(s), attach the applicable Updated Legal Descriptions as Exhibit “A” to the Amendment to Permanent Lease, and deliver one original counterpart of such Amendment to Permanent Lease to both Seller and Purchaser. (5) If the Final Closing has occurred for all Sites, then the Title Company shall record one original counterpart of the Release of Memorandum in the Real Property Records of Tarrant, Johnson, Dallas and ▇▇▇▇▇ Counties, Texas. (6) The Title Company shall release the Escrowed Funds for the purpose of paying the expenses shown on the settlement statements, including any title premium for the Owner Policies covering the applicable Site(s) to the extent such premium was escrowed as part of the Escrowed Funds (subject to and as applicable pursuant to Section 6(b)(5) above) and the recording fees for the applicable Site(s). (7) The Title Company shall issue to Purchaser the Owner Policies covering the applicable Site(s) subject only to the exceptions shown on the applicable Updated Title Commitment(s) (subject to and as applicable pursuant to Section 6(b)(5) above). Purchaser may purchase, at its expense, any title insurance coverage in excess of that provided in the Owner Policies by the Title Company. (8) In the event that Final Closing has occurred for all Sites which have not, as of such date, been included in a Deletion Notice pursuant to Section 7(f) below, and all expenses and prorations for all such remaining Sites have been paid including, without limitation, all recording fees, then the Title Company shall refund any remaining Escrowed Funds to Seller. Notwithstanding anything to the contrary, in the event that the Escrowed Funds are not sufficient to cover all expenses in connection with the Registrar Final Closing(s), Seller and Purchaser shall promptly deliver to the Title Company any additional funds necessary for the Final Closing(s) (“Additional Final Closing Expenses”), with Seller and Purchaser each being responsible for the same proportional amount of Companies (ROC); ii. TRRB shall file required documents in due course with Security Exchange Commission (SEC) each type of USA related Additional Final Closing Expenses for which such party was originally responsible at the Preliminary Closing pursuant to this transaction; iiiContract. The Transferor Seller and Purchaser shall file pay to the Title Company such party’s proportionate share of Additional Final Closing Expenses within ten (10) days after such party’s receipt of a Form D written notice from the Title Company setting forth the amount owed. (9) Upon completion of the Final Closing for each Site, Seller shall deliver to Purchaser possession of such Site, subject to the applicable Permanent Lease. (d) If the Title Company receives an Objection Notice from Seller or Purchaser prior to the expiration of the Objection Period, then the Title Company shall not take any further action with regard to the Final Closing Actions for the Site(s) affected by such Objection Notice until the earlier of: (x) directed to do so in writing by Seller and Purchaser or (xx) a determination is made by a court of competent jurisdiction that the Final Closing Condition for such affected Site(s) has been satisfied or (xxx) the Outside Final Closing Deadline. If an Objection Notice for any Site is based on a mistake in the Updated Title Commitment or the Updated Deed for such Site, Seller and Buyer hereby agree to work with the United States Consideration Shares Title Company to correct such mistake and Exchange Commission witain to authorize the required time frame covering Title Company to proceed with the issue of unrestricted common stork Final Closing Actions for such Site promptly after the mistake is corrected. (e) The “Outside Final Closing Deadline” shall be September 30, 2009; provided, however, Seller shall have the right to extend the Outside Final Closing Deadline for up to two (2) consecutive 30-day periods by providing written notice to Purchaser on or before the Outside Final Closing Deadline, as such may be extended hereunder. (f) Notwithstanding anything to the Sellers; ivcontrary, in the event that Seller reasonably determines that, despite Seller’s commercially reasonable best efforts, it will not be able to obtain an approved Plat or otherwise satisfy the Final Closing Condition for one or more Site(s) prior to the Outside Final Closing Deadline, then Seller may elect to delete such Site(s) (each a “Deleted Site” and collectively, the “Deleted Sites”) from the sale by taking the following actions on or before the Outside Final Closing Deadline: (i) providing a written notice (“Deletion Notice”) to Purchaser and the Title Company, which Deletion Notice shall include a detailed description of the reason that Seller was not able to satisfy the Final Closing Condition for such Site(s), and (ii) delivering to the Title Company an amount equal to the product of the number of deleted Sites covered by such Deletion Notice, multiplied by $1,302,857.14 (the “Deletion Repayment”). The Notwithstanding anything to the contrary, (i) Seller may delete no more than twelve (12) Sites pursuant to this Section 7(f) or pursuant to any other express provision of this Contract and (ii) as a condition precedent to Seller’s right to delete a Site, Seller must have unconditionally delivered the Deletion Repayment to the Title Company and Title Company must have unconditionally delivered the Deletion Repayment to Purchaser. Promptly following the Title Company’s receipt of a Deletion Notice, the Title Company shall take the necessary corporate actiois incliding but not limited to holding such meetings as may be reqt_ red tc approve and take on record the transfer following actions (collectively, “Deletion Actions”): (1) Date each of the Sale Shares applicable Partial Termination(s) of Master Leases and luting the Transferor Partial Termination(s) of Subleases as the beneficial owner of the Sale shares date of the Deletion Notice for such Deleted Site(s), and record such documents in the Company shall provide Real Property Records of the proper County in which the respective Deleted Site(s) are located. (2) Release the Deletion Repayment to Purchaser. (3) Do not record, but rather, release the applicable Preliminary Deed, back to Seller so that Seller can destroy same, and do not include such Deleted Site(s) in Exhibit “A” to the Transferor Permanent Lease. (4) Re-calculate the prorated taxes and other expenses set forth on the settlement statements issued at the Preliminary Closing, and tender any reimbursements resulting therefrom to the appropriate party. Notwithstanding anything to the contrary, Seller shall promptly pay any additional amounts owed by Seller as shown on the revised settlement statements as a true copy c result of such deletion, and Purchaser shall in no event be responsible for any additional expenses as a result of such deletion. Following the minutes of the meeting approving the transfer of the Sale Shares and a certified extract of the Register of Members of the Company updating Transferor as the owners of the Sale Shares; and v. The Parties shall further co-operate with the Transferor to take the necessary steps to file the Form FCTRS along with requisite 8 v9 enclosures for transfer of Sale Shares within the prescribed timelines and in accordance with FEMA 20. . On completion of the Initial Deletion Actions, Purchaser shall have no further right, title or interest in and to the Deleted Site(s). Additionally, Purchaser may retain the portion of any previously paid rent applicable to the period between the Preliminary Closing obligation and the date of 1NR 9.60 Crore stipulated hereinabovesuch Deletion Notice. (g) If the Final Closing for a particular Site occurs prior to the Outside Final Closing Deadline, then the closing of the sale and purchase of such Site shall, for all purposes, be deemed to have occurred on the Actual Final Closing Date for such Site. (h) In the event that, as of the Outside Final Closing Deadline, the Transferor Final Closing Condition for any Site has not been satisfied and Seller has not deleted such Site from the conveyance pursuant to Section 7(f) above, then: (1) The Actual Final Closing Date and the Final Closing of the sale and purchase of such Site shall, for all purposes, be deemed to have occurred on the Outside Final Closing Deadline. (2) The Title Company shall provide date the funding applicable Partial Termination of Master Lease and Partial Termination of Sublease for such Site as equity or Convertible instrument of the Outside Final Closing Deadline, and record such documents in the Real Property Records of the proper County in which the Site are located. (3) The Title Company shall date the applicable Preliminary Deed to be effective as of the Outside Final Closing Deadline for such Site and record such Preliminary Deed in the Real Property Records of the proper County in which the Site is located. (4) If the Final Closing has not previously occurred for any of the other Sites, the Title Company shall date the Memorandum of Permanent Lease as of the Actual Final Closing Date for such Site(s), attach the applicable Updated Legal Descriptions as Exhibit “A” to inject capital into investee company Apodis Hotels & Resorts Limited such Memorandum of Permanent Lease, and record such Memorandum of Permanent Lease in the Real Property Records of the proper County in which the respective Site(s) are located. If the Final Closing has previously occurred for any of the other Sites, Seller and Purchaser shall also execute, acknowledge where appropriate, and deliver to the Title Company two (CIN: U55101MH2008PLC2003632) and its subsidiaries namely Apodis Foods ic Bands Pvt. Limited (CIN:U55204MH2012PTC231163) and Intenista)/ Hotels Private Limited (CIN:U55101KA2007PTC04431 ).counterparts of

Final Closing. Per The Final Closing shall take place on the CP / CS next business day after the Reorganization is completed (the "Final Closing Date") at 9:00 a.m. Eastern Standard Time (the "Final Closing Time") at the offices of Tory ▇▇▇▇▇▇ ▇▇ Toronto, Ontario, or at such other time or place as may be agreed upon by the parties, at which time and place: (a) the following documents in form and substance satisfactory to the Company and the terms Parent shall have been delivered: (i) documents evidencing filing of the Articles of Continuance; (ii) court approval of the First Amalgamation and conditions a copy of this agreementthe order as filed with the Registrar under the Companies Act; (iii) court approval of the Second Amalgamation and a copy of the order as filed with the Registrar under the Companies Act; and (iv) a copy of the amendment to the memorandum and articles of association of Exchangeco effecting the Reorganization, as filed with the Registrar under the Companies Act; (b) all certificates representing Exchangeable Shares, cash and shares of Holding Companies will be released to the Shareholders entitled thereto, subject to any applicable withholding tax, by delivery to Company counsel unless otherwise directed, less Exchangeable Shares which are held as part of the Escrow Amount; (c) all certificates representing Parent Common Stock and cash held by counsel pursuant to section 7.2(a) (including interest earned thereon) will be released to the Shareholders entitled thereto, subject to any applicable withholding tax, by delivery to Company counsel unless otherwise directed, less Parent Company Stock which is held as part of the Escrow Amount; (d) Common shares of Exchangeco will be released to Holding ULC; (e) Copies of the Related Agreements, the final closing Non-Competition Agreements and any other agreements, documents or instrument held pursuant to the Interim Escrow Agreement will occur no later than 315' Ocbberbe released, 2019. An Interim Closing shall occur between as applicable, to the Initial Closins and the Final Closing. On Company, each of the Closing Dateapplicable Parent Companies, the Committee shall concurrently deliver and shareholders by delivery to Company counsel (as to the Transferor all shareholders) unless otherwise directed, and (if) duly stamped original share certificate(s) The certificate representing the SE.e Shares, duly endorsed in favor share of Special Voting Stock of the Transferor and (if_ duly stamped, applicable stamped duty paid and executed original share transfer form(s) for transferring the Sale Shares Parent held by counsel to the Transferor. i. At the Final Closing, all things required to occur Parent shall be deemed to have occurred concurrently. d. Post each of the Covenants relevant released to the Closings : i. The Company shall file required documents and forms with the Registrar of Companies (ROC); ii. TRRB shall file required documents in due course with Security Exchange Commission (SEC) of USA related to this transaction; iii. The Transferor shall file a Form D with the United States Consideration Shares and Exchange Commission witain the required time frame covering the issue of unrestricted common stork to the Sellers; iv. The Company shall take the necessary corporate actiois incliding but not limited to holding such meetings as may be reqt_ red tc approve and take on record the transfer of the Sale Shares and luting the Transferor as the beneficial owner of the Sale shares and the Company shall provide to the Transferor a true copy c the minutes of the meeting approving the transfer of the Sale Shares and a certified extract of the Register of Members of the Company updating Transferor as the owners of the Sale Shares; and v. The Parties shall further co-operate with the Transferor to take the necessary steps to file the Form FCTRS along with requisite 8 v9 enclosures for transfer of Sale Shares within the prescribed timelines and in accordance with FEMA 20. . On completion of the Initial Closing obligation of 1NR 9.60 Crore stipulated hereinabove, the Transferor shall provide the funding as equity or Convertible instrument for the Company to inject capital into investee company Apodis Hotels & Resorts Limited (CIN: U55101MH2008PLC200363) and its subsidiaries namely Apodis Foods ic Bands Pvt. Limited (CIN:U55204MH2012PTC231163) and Intenista)/ Hotels Private Limited (CIN:U55101KA2007PTC04431 )Trustee.

Final Closing. Per (a) The closing (the CP / CS “Final Closing”) of the purchase and sale of the Alta Interest and, to the extent the Buyer shall not have previously made the B Note Completion Payment pursuant to Section 2.04(a), the payment of the B Note Completion Payment shall be made on May 15, 2003 or Back to Contents such other date before May 15, 2003 as the Buyer and the terms and conditions ICI Parties may reasonably agree provided that such date may not be less than five Business Days’ or more than 10 Business Days from the date the Buyer notifies the ICI Parties that it intends to deliver the outstanding balance of this agreementthe Total Purchase Price (such date, the final closing will occur no later than 315' Ocbber, 2019“Final Closing Date”). An Interim The Final Closing shall occur between take place at the Initial Closins and offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time, on the Final Closing. On each of the Closing Date, or at such other time or place as the Committee shall concurrently deliver to Buyer and the Transferor all (i) duly stamped original share certificate(s) representing the SE.e Shares, duly endorsed in favor of the Transferor and (if_ duly stamped, applicable stamped duty paid and executed original share transfer form(s) for transferring the Sale Shares to the TransferorICI Parties may agree. i. (b) At the Final Closing: (i) if the Buyer shall not have made the B Note Completion Payment pursuant to Section 2.04(a)(i): (A) the Buyer shall make the B Note Completion Payment to ICI Finance in immediately available funds by wire transfer to the ICI Bank Account; (B) ICI Finance on behalf of the Secured Parties shall deliver to the Buyer the single authenticated note evidencing the B Notes being held by ICI Finance pursuant to the Pledge Agreement; and (C) the Secured Parties shall execute and deliver to the Buyer a release and termination, in form and substance reasonably satisfactory to the Buyer, releasing and terminating the security interest provided in respect of the B Notes by the Pledge Agreement and the other Note Security Documents and any other acknowledgements and documents necessary, in the reasonable judgment of the Buyer, to evidence the release and termination of all things required security interests of the Secured Parties in respect of the B Notes; (ii) the Buyer shall deliver the Alta Interest Purchase Price or, if a partial payment of the Alta Interest Purchase Price shall have been made in accordance with Section 2.04(a)(ii), the outstanding balance of the Alta Interest Purchase Price, in each case, in immediately available funds by wire transfer to occur the ICI Bank Account; (iii) ICI Americas shall be deemed deliver to have occurred concurrently. d. Post the Buyer a certificate or certificates representing the Alta Interest accompanied by duly executed instruments of transfer and any other documents that are necessary, in the reasonable judgment of the Buyer, to transfer title to the Alta Interest to the Buyer, free and clear of any Liens; (iv) ICI Americas shall deliver to the Buyer letters of resignation from each of the Covenants relevant officers of ICI Alta and the members of the Board of Directors of ICI Alta; (v) the ICI Parties and the GOF Parties shall have made all mandatory filings which impose suspensory obligations and shall have taken all actions required to be taken by the ICI Parties and the GOF Parties, if any, with a Governmental Entity, in each case, that are required to be made or taken to consummate the transactions at the Final Closing and any decisions or confirmations required to be obtained from a Competition Authority shall have been obtained; (vi) all applicable waiting and other time periods (and any extensions thereof) applicable to the Closings : i. The Company shall file required documents and forms transactions to be consummated at the Final Closing (A) under the HSR Act or (B) during which any Competition Authority could intervene with the Registrar effect of Companies preventing the consummation of the Final Closing shall have been terminated or shall have expired or lapsed; (ROC); ii. TRRB vii) in respect of the transactions to be consummated at the Final Closing and any matters arising therefrom, the parties shall file required documents in due course have received confirmation by way of a decision from the Commission of the European Union under Regulation 4064/89 (with Security Exchange Commission (SECor without the instigation of proceedings under Article 6(1)(c) of USA related to this transaction; iii. The Transferor shall file a Form D thereof) that such transactions and any matters arising therefrom are compatible with the United States Consideration Shares and Exchange Commission witain common market; (viii) the required time frame covering the issue of unrestricted common stork ICI Parties shall deliver to the Sellers; iv. The Company shall take GOF Parties a certificate of good standing for ICI Alta from the necessary corporate actiois incliding but not limited to holding such meetings as may be reqt_ red tc approve and take on record the transfer Secretary of State of the Sale Shares State of Delaware and luting each other jurisdiction, if any, in which ICI Alta is then qualified to do business; (ix) the Transferor as ICI Parties shall deliver to the beneficial owner GOF Parties a certificate, executed by an authorized officer of each of ICI Parent, ICI Americas and ICI Alta, dated the Final Closing Date, certifying that, except for the Exceptions set forth in such certificate, (x) each of the Sale shares representations and warranties made by such ICI Party on the Company shall provide to the Transferor a true copy c the minutes of the meeting approving the transfer of the Sale Shares and a certified extract of the Register of Members of the Company updating Transferor as the owners of the Sale Shares; and v. The Parties shall further co-operate with the Transferor to take the necessary steps to file the Form FCTRS along with requisite 8 v9 enclosures for transfer of Sale Shares within the prescribed timelines and in accordance with FEMA 20. . On completion date of the Initial Closing obligation of 1NR 9.60 Crore stipulated hereinaboveis true and correct in all material respects as if made on the Final Closing Date and (y) all covenants, agreements and conditions contained in this Agreement to be performed by such ICI Party on or prior to the Final Closing Date shall have been performed or complied with in all material respects; provided, however, notwithstanding anything to the contrary contained in this Agreement, the Transferor identification of any Exceptions in any such certificate shall provide be for disclosure purposes only and in no event shall any of the funding as equity or Convertible instrument Exceptions be taken into account for the Company purposes of determining any (i) Warranty Breach, (ii) breach of covenant or agreement Back to inject capital Contents to be performed by such ICI Party or (iii) Damages under this Agreement, and shall not constitute a cure of any (x) Warranty Breach or (y) breach of covenant or agreement to be performed by such ICI Party or prejudice, in any manner or form, the GOF Parties’ rights and remedies under this Agreement; (x) the GOF Parties shall each deliver to the ICI Parties a certificate, executed by, in the case of the Buyer, an appropriate officer of the Buyer, or, in the case of GOF, an appropriate officer of the general partner of GOF, each dated the Final Closing Date, certifying that, except for the Exceptions set forth in such certificate, (x) each of the representations and warranties made by such GOF Party on the date of the Initial Closing is true and correct in all material respects as if made on the Final Closing Date and (y) all covenants, agreements and conditions contained in this Agreement to be performed by such GOF Party on or prior to the Final Closing Date shall have been performed or complied with in all material respects; provided, however, notwithstanding anything to the contrary contained in this Agreement, the identification of any Exceptions in any such certificate shall be for disclosure purposes only and in no event shall any of the Exceptions be taken into investee company Apodis Hotels & Resorts Limited account for the purposes of determining any (CIN: U55101MH2008PLC200363i) Warranty Breach, (ii) breach of covenant or agreement to be performed by such GOF Party or (iii) Damages under this Agreement, and shall not constitute a cure of any (x) Warranty Breach or (y) breach of covenant or agreement to be performed by such GOF Party or prejudice, in any manner or form, any of the ICI Party’s rights and remedies under this Agreement; and (xi) the ICI Parties (other than ICI Alta) shall deliver to the GOF Parties a release and waiver, in form and substance reasonably satisfactory to the GOF Parties, releasing and waiving any and all rights that the ICI Parties (other than ICI Alta) may have under the MIOA, the HIH Private Sale Letter Agreement, the HIH B Note Covenant Letter and the HIH Registration Rights Agreement (collectively, the “HIH-Related Agreements”) and its subsidiaries namely Apodis Foods ic Bands Pvt. Limited (CIN:U55204MH2012PTC231163) any other acknowledgements and Intenista)/ Hotels Private Limited (CIN:U55101KA2007PTC04431 )documents necessary, in the reasonable judgment of the Buyer, to evidence the release and waiver of such rights; provided that the applicable ICI Parties shall have received releases and waivers, in form and substance reasonably satisfactory to such ICI Parties, from the other parties to the HIH-Related Agreements releasing and waiving all of their liabilities and obligations thereunder.