Common use of Final Closing Clause in Contracts

Final Closing. On or before 1:00 p.m., Orlando, Florida time, on October 2, 2019, or by such other time on that date as may be mutually agreed upon by the City and Lender (the “Final Closing Date”), (i) the City will, subject to the terms and conditions hereof including the delivery by the Lender of those documents set forth in Section 4.3, deliver or cause to be delivered to the Lender the documents required of the City by Section 4.2 hereof and (ii) the Lender will, subject to the terms and conditions hereof, accept such delivery and pay or cause to be paid the Purchase Price of the Series 2019A Bond as set forth in Section 2.2 hereof by wire transfer in immediately available funds to the order of the City (all of the foregoing described transactions are herein called the “Final Closing”). Delivery and payment as aforesaid shall be made at such place as may be mutually agreed upon by the City and Lender. If the City is unable, as of the Final Closing Date, to satisfy the conditions set forth in Sections 4.1 and 4.2 herein or if the obligations of the Lender to accept delivery and pay the Purchase Price for the Series 2019A Bond is terminated for any reason permitted by this Agreement, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the City shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Final Closing unable to be satisfied by the City as of the Final Closing Date is to deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest on the Series 2019A Bond being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the City shall have the option (i) to issue and deliver the Series 2019A Bond to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as of the Final Closing Date, to satisfy the conditions set forth in Section 4.3 or fails to purchase the Series 2019A Bond on the Final Closing Date for any reason for which it is not permitted to do so hereunder, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the Lender shall be obligated to pay the City on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due, the amount of such payment will bear interest payable on demand, at the Default Rate.

Final Closing. On or before 1:00 p.m.The Final Closing shall take place on the 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, Orlando, Florida time, on October 2, 2019Ontario, or by at such other time on that date or place as may be mutually agreed upon by the City parties, at which time and Lender place: (a) the “Final Closing Date”), following documents in form and substance satisfactory to the Company and the Parent shall have been delivered: (i) documents evidencing filing of the City willArticles of Continuance; (ii) court approval of the First Amalgamation and a copy of the 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 terms Escrow Amount; (c) all certificates representing Parent Common Stock and conditions hereof cash held by counsel pursuant to section 7.2(a) (including the delivery by the Lender of those documents set forth in Section 4.3, deliver or cause to interest earned thereon) will be delivered released to the Lender the documents required of the City by Section 4.2 hereof and (ii) the Lender willShareholders entitled thereto, subject to the terms and conditions hereofany applicable withholding tax, accept such by delivery and pay or cause to be paid the Purchase Price Company counsel unless otherwise directed, less Parent Company Stock which is held as part of the Series 2019A Bond as set forth in Section 2.2 hereof by wire transfer in immediately available funds Escrow Amount; (d) Common shares of Exchangeco will be released to Holding ULC; (e) Copies of the Related Agreements, the Non-Competition Agreements and any other agreements, documents or instrument held pursuant to the order Interim Escrow Agreement will be released, as applicable, to the Company, each of the City applicable Parent Companies, and shareholders by delivery to Company counsel (all of the foregoing described transactions are herein called the “Final Closing”). Delivery and payment as aforesaid shall be made at such place as may be mutually agreed upon by the City and Lender. If the City is unable, as of the Final Closing Date, to satisfy the conditions set forth in Sections 4.1 and 4.2 herein or if the obligations of the Lender to accept delivery and pay the Purchase Price for the Series 2019A Bond is terminated for any reason permitted by this Agreement, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the City shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Final Closing unable to be satisfied by the City as of the Final Closing Date is to deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest on shareholders) unless otherwise directed, and (f) The certificate representing the Series 2019A Bond being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then share of Special Voting Stock of the City shall have the option (i) to issue and deliver the Series 2019A Bond Parent held by counsel to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject Parent shall be released to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as of the Final Closing Date, to satisfy the conditions set forth in Section 4.3 or fails to purchase the Series 2019A Bond on the Final Closing Date for any reason for which it is not permitted to do so hereunder, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the Lender shall be obligated to pay the City on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due, the amount of such payment will bear interest payable on demand, at the Default RateTrustee.

Final Closing. On or before 1:00 p.m., Orlando, Florida time, on October 2, 2019, or by such other time on that date as may be mutually agreed upon by Per the City CP / CS and Lender (the “Final Closing Date”), (i) the City will, subject to the terms and conditions hereof including of this agreement, the delivery by final closing will occur no later than 315' Ocbber, 2019. An Interim Closing shall occur between the Lender Initial Closins and the Final Closing. On each of those documents set forth in Section 4.3the Closing Date, the Committee shall concurrently deliver or cause to be delivered to the Lender Transferor all (i) duly stamped original share certificate(s) representing the documents required SE.e Shares, duly endorsed in favor of the City by Section 4.2 hereof Transferor and (iiif_ duly stamped, applicable stamped duty paid and executed original share transfer form(s) for transferring the Lender will, subject Sale Shares to the terms and conditions hereofTransferor. i. At the Final Closing, accept such delivery and pay or cause all things required to occur shall be paid the Purchase Price deemed to have occurred concurrently. d. Post each of the Series 2019A Bond as set forth in Section 2.2 hereof by wire transfer in immediately available funds Covenants relevant to the order 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 City (all United States Consideration Shares and Exchange Commission witain the required time frame covering the issue of unrestricted common stork to the foregoing described transactions are herein called Sellers; iv. The Company shall take the “Final Closing”). Delivery and payment as aforesaid shall be made at necessary corporate actiois incliding but not limited to holding such place meetings as may be mutually agreed upon by reqt_ red tc approve and take on record the City and Lender. If the City is unable, as transfer of the Final Closing Date, to satisfy Sale Shares and luting the conditions set forth in Sections 4.1 and 4.2 herein or if Transferor as the obligations beneficial owner of the Lender Sale shares and the Company shall provide to accept delivery the Transferor a true copy c the minutes of the meeting approving the transfer of the Sale Shares and pay a certified extract of the Purchase Price 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 Series 2019A Bond is terminated for any reason permitted by this Agreement, then this Agreement will terminate prescribed timelines and neither party will be under any further obligation hereunder, except that the City shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D heretoFEMA 20. Notwithstanding the foregoing, if the only condition to Final Closing unable to be satisfied by the City as . On completion of the Final Initial Closing Date is to deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest on the Series 2019A Bond being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the City shall have the option (i) to issue and deliver the Series 2019A Bond to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as obligation of the Final Closing Date, to satisfy the conditions set forth in Section 4.3 or fails to purchase the Series 2019A Bond on the Final Closing Date for any reason for which it is not permitted to do so hereunder, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the Lender shall be obligated to pay the City on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due1NR 9.60 Crore stipulated hereinabove, the amount of such payment will bear interest payable on demand, at Transferor shall provide the Default Ratefunding 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. On or before 1:00 p.m., Orlando, Florida time, on October 2, 2019, or by such other time on that date as may be mutually agreed upon by The closing of the City and Lender exchange of the Exchanged Notes for Shares under this Agreement (the “Final Closing DateClosing”) shall take place at the earlier of (i) 366 calendar days after the initial settlement of the Qualified Public Offering and (ii) if capacity exists for Shares to be issued without triggering any change of control restrictions under applicable U.S. Department of Education regulations or with respect to U.S. accreditors (to be determined by the Company in good faith as of the respective dates of the events specified in the following clauses (x) and (y)), at the earlier of (x) 180 days after the initial settlement of the Qualified Public Offering, (y) the release of Wengen Alberta, Limited Partnership (“Wengen”), and/or International Finance Corporation (“IFC”), a member of the World Bank Group, the IFC Africa, Latin American and Caribbean Fund, LP and the Korea Investment Corporation (collectively with IFC, the “IFC Investors”), from the restriction on transfers set forth in any lock-up agreements entered into in connection with the Qualified Public Offering or (z) such earlier date after the Qualified Public Offering as may be determined by the Company in its sole discretion. The Company will provide written notice to the Undersigned at least six business days in advance of the Final Closing. At the Final Closing, (i) the City willUndersigned will cause each Holder, subject severally and not jointly, to the terms and conditions hereof including the delivery by the Lender of those documents set forth in Section 4.3, deliver or cause to be delivered to the Lender Company all right, title and interest in and to its Exchanged Notes, as specified on Exhibit A hereto, free and clear of any Liens, together with any documents of conveyance or transfer that the documents required Company may reasonably deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes, free and clear of the City by Section 4.2 hereof any Liens and (ii) the Lender willCompany shall deliver (A) the Shares, subject which shares shall be uncertificated, and (B) cash for the interest accrued with respect to the terms and conditions hereofExchanged Notes to, accept such delivery and pay or cause to be paid but excluding, the Purchase Price Final Closing. The cancellation of the Series 2019A Bond as set forth in Section 2.2 hereof by wire transfer in immediately available funds to the order of the City (all of the foregoing described transactions are herein called the “Final Closing”). Delivery and payment as aforesaid Exchanged Notes shall be made at such place as may be mutually agreed upon effected via DTC’s DWAC service pursuant to instructions provided by the City and LenderCompany. If the City is unableEach Holder will be deemed, as of the date scheduled to be the Final Closing Date, to satisfy be the conditions set forth in Sections 4.1 and 4.2 herein or if the obligations holder of record of the Lender to accept delivery and pay the Purchase Price for the Series 2019A Bond is terminated for any reason permitted by this Agreement, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the City shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Final Closing unable Shares to be satisfied by the City as of the Final Closing Date is delivered to deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest it on the Series 2019A Bond being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the City shall have the option (i) to issue and deliver the Series 2019A Bond to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as of the Final Closing Date, regardless of the date such Shares are actually so delivered. No Share will bear or otherwise be subject to satisfy any legend restricting its transfer, including any legend referring to registration under the conditions set forth in Section 4.3 or fails to purchase Securities Act of 1933, as amended (the Series 2019A Bond on the Final Closing Date for any reason for which it is not permitted to do so hereunder, then this Agreement will terminate and neither party will be under any further obligation hereunder“Securities Act”), except that the Lender shall be obligated any Shares issued to pay the City on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party an Affiliate (as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out defined below) of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due, the amount of such payment Company will bear interest payable on demand, at the Default Ratecontain an “affiliate” restrictive legend.

Final Closing. On or before 1:00 p.m., Orlando, Florida time, on October 2September 3, 2019, or by such other time on that date as may be mutually agreed upon by the City Agency and Lender (the “Final Closing Date”), (i) the City Agency will, subject to the terms and conditions hereof including the delivery by the Lender of those documents set forth in Section 4.3, deliver or cause to be delivered to the Lender the documents required of the City Agency by Section 4.2 hereof and (ii) the Lender will, subject to the terms and conditions hereof, accept such delivery and pay or cause to be paid the Purchase Price of the Series 2019A Bond Bonds as set forth in Section 2.2 hereof by wire transfer in immediately available funds to the order of the City Agency (all of the foregoing described transactions are herein called the “Final Closing”). Delivery and payment as aforesaid shall be made at such place as may be mutually agreed upon by the City Agency and Lender. If the City Agency is unable, as of the Final Closing Date, to satisfy the conditions set forth in Sections 4.1 and 4.2 herein or if the obligations of the Lender to accept delivery and pay the Purchase Price for the Series 2019A Bond Bonds is terminated for any reason permitted by this Agreement, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the City Agency shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Final Closing unable to be satisfied by the City Agency as of the Final Closing Date is to deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest on the Series 2019A Bond Bonds being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the City Agency shall have the option (i) to issue and deliver the Series 2019A Bond Bonds to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as of the Final Closing Date, to satisfy the conditions set forth in Section 4.3 or fails to purchase the Series 2019A Bond Bonds on the Final Closing Date for any reason for which it is not permitted to do so hereunder, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the Lender shall be obligated to pay the City Agency on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due, the amount of such payment will bear interest payable on demand, at the Default Rate.

Final Closing. On or before 1:00 p.m.Upon the terms and subject to the conditions of this Agreement, Orlando, Florida time, on October 2, 2019, or by such other time on that date as may be mutually agreed upon by at the City and Lender (the “Final Closing Date”provided for in Section 2.03 and, except as provided below in this Section 2.01(c), (i) for no separate consideration under this Agreement or the City willBrokerage Asset Purchase Agreement, subject to the terms allocation of the Purchase Price as provided for in the Brokerage Asset Purchase Agreement, Seller shall, and conditions hereof including the delivery by the Lender of those documents set forth in Section 4.3shall cause each other Seller Entity to, sell, convey, assign, transfer and deliver or cause to be sold, conveyed, assigned, transferred and delivered to the Lender the documents required Buyer (or to a Subsidiary of the City Buyer, as directed by Section 4.2 hereof Buyer), and Buyer (iior such Subsidiary) the Lender willshall purchase, subject acquire and assume from each Seller Entity, good and valid title in and to the terms all of such Seller Entity's right, title and conditions hereof, accept such delivery interest in and pay or cause to be paid the Purchase Price of the Series 2019A Bond as set forth in Section 2.2 hereof by wire transfer in immediately available funds to the order of the City (all of the foregoing described transactions are herein called property and assets, real, personal or mixed, tangible or intangible (including goodwill), of every kind and description, wherever located (other than the “Excluded Assets, the OMEGA Assets, and the Wrap Assets) used primarily in or necessary to conduct the Asset Management Business (the "Final Closing”Closing Assets", and collectively with the OMEGA Assets and the Wrap Assets, the "Asset Management Assets"). Delivery , free and payment as aforesaid shall be made at clear of any Liens other than Permitted Liens, including: (i) each such place as may be mutually agreed upon by Seller Entity's rights with respect to the City and Lender. If the City is unable, Eligible Client Accounts as of the Final Closing Date, other than the Excluded Accounts, Eligible OMEGA Accounts and Eligible Wrap Accounts (the "Transferred Final Accounts"); (ii) each such Seller Entity's rights under the Advisory and Wrap Agreements and other agreements related to satisfy the conditions Transferred Final Accounts, including such Seller Entity's rights as to all guarantees, warranties and indemnities related thereto; (iii) with respect to the Transferred Final Accounts, but subject to applicable privacy laws: (A) all material information relating to each Final Transferred Account (all such information, the "Transferred Final Account Information"); (B) all rights granted by Clients to use Transferred Final Account Information, including all Client instructions and consents with respect to solicitation; (iv) each such Seller Entity's rights with respect to the accrued and unpaid fees (together with accrued and unpaid fees transferred pursuant to Section 2.01(a)(iv) or 2.01(b)(iv), the "Accrued Fees") with respect to the Transferred Final Accounts; (v) except to the extent transferred at the First Closing or the Second Closing, all equipment, furniture, fixtures, improvements and all other tangible personal property used primarily in or necessary to conduct the Asset Management Business as set forth on Schedule III (together with such property set forth on Schedules I and II, the "Acquired Property"); (vi) except to the extent transferred at the First Closing or the Second Closing, each such Seller Entity's rights under all Assumed Contracts as set forth in Sections 4.1 the applicable Undertaking; (vii) except to the extent transferred at the First Closing or the Second Closing, all Permits received by or issued to each such Seller Entity or any employee or officer thereof to own, or lease and 4.2 herein operate the Asset Management Business and to conduct the Asset Management Business; (viii) except to the extent transferred at the First Closing or if the obligations Second Closing, Trademarks and Intellectual Property, together with all additions, modifications, updates and enhancements; (ix) except to the extent previously transferred to Buyer under the Brokerage Asset Purchase Agreement or at the First Closing or the Second Closing and subject to Section 3.05, the Books and Records; (x) except to the extent transferred at the First Closing or the Second Closing, such prepaid fees and expenses and other assets as Buyer and Seller shall mutually agree as necessary and appropriate for the operation by Buyer of the Lender to accept delivery and pay the Purchase Price for the Series 2019A Bond is terminated for any reason permitted by this AgreementAsset Management Business; and (xi) all Purchased Investments, then this Agreement will terminate and neither party will be under any further obligation hereunder, except provided that the City purchase price for such Purchased Investments shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Final Closing unable to be satisfied by the City as of the Final Closing Date is to deliver to the Lender a Bond Counsel’s Opinion required provided in Section 4.2, which Bond Counsel is unable to provide as to the interest on the Series 2019A Bond being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the City shall have the option (i) to issue and deliver the Series 2019A Bond to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, as of the Final Closing Date, to satisfy the conditions set forth in Section 4.3 or fails to purchase the Series 2019A Bond on the Final Closing Date for any reason for which it is not permitted to do so hereunder, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the Lender shall be obligated to pay the City on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out of the transactions contemplated hereby. If the Breakage Fee is not paid by the applicable party when due, the amount of such payment will bear interest payable on demand, at the Default Rate2.04.

Final Closing. On (a) Upon satisfaction of the Final Closing Condition (defined below) for one or before 1:00 p.m.more Sites, OrlandoSeller or Purchaser may deliver written notice of such satisfaction (a “Platting Completion Notice”) to the other party and the Title Company. In order for a notice from Seller or Purchaser to be considered a Platting Completion Notice, Florida timeit must clearly state the words “Platting Completion Notice” at the top of such notice. To the extent that the other party and the Title Company do not already have such materials, on October 2the Platting Completion Notice shall include copies of the recorded Plat and the final Survey, 2019if any, or for each Site covered by such other time Platting Completion Notice (to the extent that the party sending the Platting Completion Notice has such materials). 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 that date 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 may 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 mutually agreed upon by deemed an “Updated Deed”. (3) As soon as practicable after the City Title Company receives a Platting Completion Notice, and Lender 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 DateNotice”). The Final Closing Notice shall 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 Preliminary Closing and the Final 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 Land or its interest therein; provided, however, that (i) Seller shall have the express right to take any Approved Actions and to execute, record and encumber any Site(s) with New Permitted Encumbrances, and (ii) such actions described in the immediately preceding clause (i) shall in no event be a default, 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 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 Objection Period, then the “Final Closing” for the Site(s) covered by such Final Closing Notice will be deemed to have occurred 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 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 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 date each Memorandum of Amendment to Permanent Lease as of the Actual Final Closing Date for such Site(s) and 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 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 each type of Additional Final Closing Expenses for which such party was originally responsible at the Preliminary Closing pursuant to this Contract. Seller and Purchaser shall 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 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 Title Company to correct such mistake and to authorize the Title Company to proceed with the 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 contrary, 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”). Notwithstanding anything to the contrary, (i) the City will, subject Seller may delete no more than twelve (12) Sites pursuant to the terms and conditions hereof including the delivery by the Lender this Section 7(f) or pursuant to any other express provision of those documents set forth in Section 4.3, deliver or cause to be delivered to the Lender the documents required of the City by Section 4.2 hereof this Contract and (ii) as a condition precedent to Seller’s right to delete a Site, Seller must have unconditionally delivered the Lender will, subject Deletion Repayment to the terms Title Company and conditions hereofTitle Company must have unconditionally delivered the Deletion Repayment to Purchaser. Promptly following the Title Company’s receipt of a Deletion Notice, accept such delivery and pay or cause to be paid the Purchase Price Title Company shall take the following actions (collectively, “Deletion Actions”): (1) Date each of the Series 2019A Bond applicable Partial Termination(s) of Master Leases and Partial Termination(s) of Subleases as of the date of the Deletion Notice for such Deleted Site(s), and record such documents in the 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 Permanent Lease. (4) Re-calculate the prorated taxes and other expenses set forth in Section 2.2 hereof by wire transfer in immediately available funds on the settlement statements issued at the Preliminary Closing, and tender any reimbursements resulting therefrom to the order 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 result of such deletion, and Purchaser shall in no event be responsible for any additional expenses as a result of such deletion. Following the completion of the City 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 and the date of such Deletion Notice. (all g) If the Final Closing for a particular Site occurs prior to the Outside Final Closing Deadline, then the closing of the foregoing described transactions are herein called sale and purchase of such Site shall, for all purposes, be deemed to have occurred on the “Actual Final Closing”). Delivery and payment as aforesaid shall be made at Closing Date for such place as may be mutually agreed upon by Site. (h) In the City and Lender. If the City is unableevent that, as of the Outside Final Closing DateDeadline, the Final Closing Condition for any Site has not been satisfied and Seller has not deleted such Site from the conveyance pursuant to satisfy Section 7(f) above, then: (1) The Actual Final Closing Date and the conditions set forth in Sections 4.1 and 4.2 herein or if the obligations Final Closing of the Lender sale and purchase of such Site shall, for all purposes, be deemed to accept delivery and pay have occurred on the Purchase Price for the Series 2019A Bond is terminated for any reason permitted by this Agreement, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that the City shall be obligated to pay the Lender on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. Notwithstanding the foregoing, if the only condition to Outside Final Closing unable to be satisfied by Deadline. (2) The Title Company shall date the City applicable Partial Termination of Master Lease and Partial Termination of Sublease for such Site as of the Outside Final Closing Date is 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 deliver to the Lender a Bond Counsel’s Opinion required in Section 4.2, which Bond Counsel is unable to provide as to the interest on the Series 2019A Bond being excludable from gross income for federal income tax purposes due solely to a Tax Law Change, then the City shall have the option (i) to issue and deliver the Series 2019A Bond to the Lender bearing interest at the Taxable Rate or (ii) terminate the Agreement subject to the Breakage Fee Provisions set forth in Exhibit D. Furthermore, notwithstanding the foregoing, if the Lender is unable, be effective as of the Outside Final Closing DateDeadline 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, to satisfy the conditions set forth in Section 4.3 or fails to purchase Title Company shall date the Series 2019A Bond on Memorandum of Permanent Lease as of the Actual Final Closing Date for any reason for which it is not permitted such Site(s), attach the applicable Updated Legal Descriptions as Exhibit “A” to do so hereundersuch Memorandum of Permanent Lease, then this Agreement will terminate and neither party will be under any further obligation hereunder, except that record such Memorandum of Permanent Lease in the Lender shall be obligated to pay the City on demand the Breakage Fee calculated in accordance with the Breakage Fee Provisions set forth in Exhibit D hereto. The Breakage Fee, paid by either party as applicable, shall serve as full liquidated damages hereunder for such failure or any defaults hereunder on the part of such party obligated to pay the Breakage Fee and once paid shall constitute a full release and discharge of all claims by the receiving party arising out Real Property Records of the transactions contemplated herebyproper County in which the respective Site(s) are located. If the Breakage Fee is not paid by Final Closing has previously occurred for any of the applicable party when dueother Sites, Seller and Purchaser shall also execute, acknowledge where appropriate, and deliver to the amount Title Company two (2) counterparts of such payment will bear interest payable on demand, at the Default Rate.