Common use of Closing Procedures Clause in Contracts

Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On If the Closing Date, Policy Seller accepts the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement Offer to Seller or diminution Increased Offer to Seller prior to the end of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land Sale Period or the Improvements. The Purchase Option Price Extended Sale Period, as applicable, LLS and the Trustee shall be paid by Tenant on seek to cause the Closing Date by payment to closing of the Escrow Agent sale and purchase of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before policy (a “Contracted Policy”) at the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 agreed upon price (the “DeedPolicy Purchase Price”) as well promptly as any other documents or instruments reasonably requested by Escrow Agent to confirm practicable. (i) As promptly as practicable following the proper Transfer date of the Fee Estate Policy Seller’s acceptance of the Offer to Seller or Increased Offer to Seller, LLS will send the Policy Seller an execution ready policy assignment agreement (including the escrow agreement) (together, the “PAA”), appropriate policy change forms from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 issuing life insurance carrier (the “Ancillary DocumentsPolicy Change Forms”). Upon Escrow Agent) and will use its reasonable best efforts to cause the PAA and Policy Change Forms to be executed and delivered by the Policy Seller (and any other parties thereto) as promptly as practicable and in any case within thirty (30) calendar days of the date of the Policy Seller’s receipt of the Deed PAA unless extended by the Trustee in its sole discretion (the “Contract Period”). LLS will use its reasonable best efforts to cause the delivery from the Policy Seller of any other diligence materials required by LLS or the Trustee, as promptly as practicable. During the Contract Period, the Trustee will continue to commit to purchase the relevant ROFR Policy or Trading Policy from LLS at the Policy Purchase Price on behalf of the applicable Merlion Purchaser or Trading Purchaser, as applicable. (ii) Following receipt by LLS from the Policy Seller of the executed PAA, Policy Change Forms and any required additional diligence materials, LLS and the Ancillary Documents Trustee will use their respective reasonable best efforts to initiate the change of ownership of the Contracted Policy, escrow the Policy Purchase Price and complete all other tasks necessary to consummate (A) the purchase of the ROFR Policy or the Trading Policy, as applicable, by LLS from Landlord the Policy Seller and (B) the purchase of such ROFR Policy or the Trading Policy by the Merlion Purchaser or Trading Purchaser, as applicable, from LLS (the “Closing”). The Trustee will continue to commit to purchase the relevant ROFR Policy or Trading Policy from LLS at the Policy Purchase Price on behalf of the applicable Merlion Purchaser or Trading Purchaser, as applicable, from the time the PAA was received during the Contract Period through the Closing. (iii) To facilitate prompt Closings, LLS and the Purchase Option Price Trusts each agree to establish securities intermediary, custody and escrow accounts with Wilmington Trust, N.A. or such other custodian as otherwise directed by the Trustee (the “Custodian”). LLS will settle purchases from TenantPolicy Sellers using escrow arrangements at the Custodian and will settle sales to the Merlion Purchasers or Trading Purchasers, as applicable, using securities intermediary arrangements at the closing shall Custodian. LLS undertakes to cause the Custodian as securities intermediary to be deemed recorded as the owner of the ROFR Policies or the Trading Policies purchased from Policy Sellers and to have occurred and Escrow Agent shall be authorized beneficial ownership of such ROFR Policies or Trading Policies transferred from LLS to record one or more of the Deed in Merlion Purchasers or one or more of the applicable land records and to release Trading Purchasers, as appropriate, at the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectClosing.

Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord ▇▇▇▇▇▇▇▇ fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant ▇▇▇▇▇▇ fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. No later than the day of the IIAC Shareholders Meeting, the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”), which Closing Notice shall contain the number of Acquired Shares to be purchased by Subscriber (based on the calculation in Section 2.A above) and the Company’s wire instructions for an account established by the Company for the purpose of collecting funds in advance of the closing of this subscription. On the Closing Dateday following the IIAC Shareholders Meeting, Subscriber shall (i) enter into a subscription agreement substantially in the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution form of the Purchase Option Price by reason of any firesubscription agreement attached hereto as Exhibit A (the “Subscription Agreement”), casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment and (ii) deliver to the Escrow Agent of escrow account referenced above the purchase price for the Acquired Shares in an amount equal to the product of (a) Acquired Shares multiplied by (b) the Share Purchase Option Price (such amount, the “Purchase Price”), by wire transfer of federal funds to Escrow Agent’s accountUnited States dollars in immediately available funds. On or before Upon the Closing Date, Landlord shall deliver to Escrow Agent closing of the deed to transactions contemplated by the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 Business Combination Agreement (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary DocumentsClosing”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing Company shall be deemed provide instructions to have occurred and Escrow Agent shall be authorized to record the Deed in escrow agent for the applicable land records and escrow account to release the Purchase Option Price in the escrow account to the Company against delivery to Subscriber of the Acquired Shares pursuant to the Subscription Agreement, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form. In lieu of the foregoing Section 2(B), for mutual funds, any investment company registered under the Investment Company Act of 1940, funds advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, and funds that require alternative settlement pursuant to internal compliance policies and procedures: No later than the day of the IIAC Shareholders Meeting, the Company shall provide written notice (which may be via email) to Subscriber (the “Closing Notice”), which Closing Notice shall contain the number of Acquired Shares to be purchased by Subscriber (based on the calculation in Section 2.A above) and the Company’s wire instructions for an account established by the Company for the purpose of collecting funds in connection with the closing of this subscription, which account shall not be an escrow account and shall be an account established at an U.S. bank. On the day following the IIAC Shareholders Meeting, Subscriber shall enter into a subscription agreement substantially in the form of the subscription agreement attached hereto as Exhibit A (the “Subscription Agreement”). On the date on which the Company reasonably expects the closing of the transactions contemplated by the Business Combination Agreement to occur (the “Closing”), subject to the terms and conditions set forth in the Subscription Agreement, (i) the Subscriber shall deliver to the account referenced above the purchase price for the Acquired Shares in an amount equal to the product of (a) Acquired Shares multiplied by (b) the Share Purchase Price (as adjusted for such amount, the payment “Purchase Price”), by wire transfer of United States dollars in immediately available funds and (ii) the Company shall deliver to Subscriber the Acquired Shares pursuant to the Subscription Agreement, free and clear of any State and local transfer taxes liens or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agentrestrictions whatsoever (other than those arising under state or federal securities laws), Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectbook-entry form.

Closing Procedures. (a) The closing of any purchase and sale of any series of Preferred Units pursuant to this Agreement (each such date, a “Closing Date”) shall occur on the business day prior to the applicable Maturity Date or, in the case of an exercise of the Put Right pursuant to Section 1.2(e), the fifth business day following the end of the Change of Control Put Period, as applicable, and shall take place at the location and in the manner agreed to between the parties. (b) On the a Closing Date, (i) Investor shall, if directed by Brookfield under Section 1.1(a) or 1.2(c), deliver an Exchange Notice (as such term is defined in Part II of Schedule A to the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution Amended LPA) to Property Partnership and/or waive the application of the Purchase Option Price Automatic Exchange Provision, (ii) Investor (or a Permitted Transferee, as the case may be) will deliver (A) the certificates representing the Preferred Units being sold pursuant to this Agreement on such Closing Date (duly endorsed for transfer by reason Investor (or such Permitted Transferee) or accompanied by duly executed unit transfer powers) or (B) irrevocable instructions to DTC to transfer the Preferred Units by book-entry-transfer, to Brookfield free and clear of any firelien, casualtyclaim, eminent domain encumbrance, security interest or Condemnation affecting adverse claim or interest other than under applicable securities laws or provisions restricting transfer contained in the Land or Amended LPA, and (ii) Brookfield will pay the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option aggregate Put/Call Price by wire transfer of federal immediately available funds to Escrow Agent’s account. an account designated by Investor (or such Permitted Transferee) at least two business days prior to such Closing Date. (c) On a Closing Date, Investor (or before a Permitted Transferee, as the case may be) will deliver a certificate addressed to Brookfield in which it will certify that Investor (or such Permitted Transferee) is the sole registered and beneficial owner of the Preferred Units being sold pursuant to this Agreement on such Closing Date and that such Preferred Units are being delivered free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest other than under applicable securities laws or provisions restricting transfer contained in the Amended LPA, and Investor and Brookfield shall take such action as necessary to cause the register of Limited Partners of Property Partnership to be updated to reflect the transfer of the Preferred Units so purchased. (d) On and after the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed Brookfield shall be the usual grant deed in proper form considered and deemed for recording all purposes to be a holder of such Preferred Units and Brookfield shall be duly executed and acknowledged so as entitled to convey to Tenant title to receive the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment full amount of any State and local transfer taxes or other closing amounts payable by Landlord) distributions declared on the Preferred Units purchased pursuant to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be Agreement but unpaid as of no further force or effectsuch date.

Closing Procedures. On 11.1 The purchase of the Firm Convertible Debentures shall be completed at the Closing Date, Time at the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution offices of the Purchase Option Price by reason of any fire, casualty, eminent domain Corporation's and Selling Debentureholder's Counsel or Condemnation affecting at such other place as the Land or Underwriters and the ImprovementsCorporation may agree. The Purchase Option Price shall be paid by Tenant on At the Closing Date by payment to Time: (a) the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord Selling Debentureholder shall deliver to Escrow Agent CIBC and Scotia, on behalf of the deed Underwriters, one certificate evidencing the Firm Convertible Debentures in definitive form, to be registered as directed by the Underwriters; and such further deliverables as may be contemplated herein or as the Underwriters or the applicable Securities Commissions or the TSX may reasonably require; (b) immediately following the delivery of the Firm Convertible Debentures as required pursuant to Section 11.1(a), the Underwriters shall pledge the Firm Convertible Debentures purchased by them to the Fee Estate, which deed shall be Selling Debentureholder pursuant to the usual grant deed in proper form for recording Instalment Receipt Agreement and shall then cause the definitive Convertible Debenture to be duly executed endorsed in blank for transfer and acknowledged so as to convey to Tenant title delivered to the Fee Estate in fee simple in accordance with this Section 16.4 (Custodian on behalf and for the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer benefit of the Fee Estate from Landlord Selling Debentureholder pursuant to Tenant the Instalment Receipt Agreement; (c) the Selling Debentureholder shall deliver to the Custodian a global Instalment Receipt to be registered as directed by CIBC and Scotia, in respect of the Firm Convertible Debentures so pledged, such global Instalment Receipt to be held for the registered holders of Firm Convertible Debentures in accordance with the terms of the Instalment Receipt Agreement; and (d) the Underwriters shall make payment to the Selling Debentureholder (or as the Selling Debentureholder may otherwise direct) of the First Instalment for the Firm Convertible Debentures (which shall be net of the Initial Underwriters' Commission as set forth in Section 10.1 only if the Corporation has not paid the Initial Underwriters' Commission as required by Section 10.1) by wire transfer in Canadian same day funds or by such other method as the Selling Debentureholder, CIBC and provisions Scotia may agree upon. 11.2 In the event the Over-Allotment Option is exercised in accordance with its terms at or prior to the Option Closing Time: (a) the Selling Debentureholder shall deliver to CIBC and Scotia, on behalf of the Underwriters, one certificate evidencing the Optional Convertible Debenture in definitive form, to be registered as directed by the Underwriters; (b) immediately following the delivery of the Optional Convertible Debentures as required pursuant to Section 11.2(a), the Underwriters shall pledge the Optional Convertible Debentures purchased by them to the Selling Debentureholder pursuant to the Instalment Receipt Agreement and shall then cause the definitive Convertible Debenture to be endorsed in blank for transfer and delivered to the Custodian on behalf and for the benefit of the Selling Debentureholder pursuant to the Instalment Receipt Agreement; (c) the Selling Debentureholder shall deliver to the Custodian, a global Instalment Receipt to be registered as directed by the Underwriters, in respect of the Optional Convertible Debentures so pledged, such global Instalment Receipt to be held for the registered holders of Optional Convertible Debentures in accordance with the terms of the Instalment Receipt Agreement; (d) the Underwriters shall make payment to the Selling Debentureholder (or as the Selling Debentureholder may otherwise direct) of the First Instalment for the Optional Convertible Debentures (which shall be net of the Initial Underwriters' Commission as set forth in Section 10.1 only if the Corporation has not paid the Initial Underwriters' Commission as required by Section 10.1) by wire transfer in Canadian same day funds or by such other method as the Corporation, the Selling Debentureholder and the Underwriters may agree upon; and (e) the Corporation and the Selling Debentureholder will deliver to the Underwriters items listed in Section 13.1(a), Section 13.1(c), Section 13.1(d), Section 13.1(e), Section 13.1(f), Section 13.1(g), Section 13.1(h), and Section 13.1(j), in each case dated the Option Closing Date, together with such further documentation as the TSX may reasonably require, except that such conditions that apply shall be satisfied as at the Option Closing Time on the Option Closing Date. 11.3 In order to facilitate an efficient and timely closing at the Closing Time or Option Closing Time, as the case may be, the Underwriters may choose to initiate a wire transfer of funds to the Selling Debentureholder (or as the Selling Debentureholder may otherwise direct) prior to the Closing Time or Option Closing Time, as the case may be. If the Underwriters do so, the Corporation and the Selling Debentureholder agree that such transfer of funds to the Selling Debentureholder prior to the Closing Time or Option Closing Time, as the case may be, does not constitute a waiver by the Underwriters of any of the conditions set out in this Section 16.4 (Agreement. Furthermore, the “Ancillary Documents”)Corporation and the Selling Debentureholder agree that any such funds received from the Underwriters prior to the Closing Time or Option Closing Time, as the case may be, will be held by the Selling Debentureholder in trust solely for the benefit of the Underwriters until the Closing Time or Option Closing Time, as the case may be, and, if the closing does not occur at the scheduled Closing Time or Option Closing Time, as the case may be, such funds shall be immediately returned by wire transfer to CIBC and Scotia on behalf of the Underwriters, without interest. Upon Escrow Agent’s receipt the satisfaction of the Deed and conditions of closing at the Ancillary Documents from Landlord and Closing Time or Option Closing Time, as the Purchase Option Price from Tenantcase may be, the closing funds held by the Selling Debentureholder in trust for the Underwriters shall be deemed to have occurred be delivered by the Underwriters to the Selling Debentureholder in satisfaction of the obligation of the Underwriters under Article 11 of this Agreement and Escrow Agent upon such delivery the trust constituted by this Section 11.3 shall be authorized terminated without further formality. 11.4 Notwithstanding anything to record the Deed contrary contained in this Article 11, the applicable land records Corporation, the Selling Debentureholder, CIBC and Scotia may agree to release any alternative form of delivery of the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed Instalment Receipts and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equityOffered Convertible Debentures, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force delivery by electronic or effectsuch other means.

Closing Procedures. On Payment for the Units that remain unsold in the Rights Offer shall be made by delivering to the Company by 10:00 A.M. New York City time on the fifth business day after the Expiration Date, or at such other time on the same or such other date thereafter as the Participating Debenture Holders and the Company may agree upon in writing (the "Closing Date") cash, in the amount of the Subscription price to be paid by Guarantors, or Debentures, duly endorsed for transfer to the Company, in the principal amount of the Subscription Price to be paid by Participating Debenture Holders. The time and date of such payment for the Units is referred to herein as the "Closing Date." Certificates evidencing the Shares and Warrants purchased shall be delivered or shall be available for delivery to the Guarantors and Participating Debenture Holders at the offices of American Stock Transfer &Trust Company (the "Transfer Agent") on the Closing Date, and, except for the Fee Estate Standby Guaranty Warrants, shall be conveyed in its “as is” condition so delivered upon confirmation of the payment of the Subscription Price. Such Shares and there Warrants shall be no abatement registered in such names and in such denominations as the purchasers shall request in writing, or diminution if so requested by the purchasers Shares and Warrants other than the Standby Guaranty Warrants may be registered by book-entry delivery through the facilities of The Depository Trust Company ("DTC"). All requests concerning the registration and denomination of certificates evidencing Shares and Warrants shall be delivered to the Company and the Transfer Agent not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Purchase Option Price Shares and Warrants duly paid by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvementspurchasers. The Purchase Option Price certificates for the Shares and Warrants, unless delivered by book-entry through the facilities of DTC, will be made available for inspection by the Guarantors and Participating Debenture Holders at the office of the Transfer Agent on the business day prior to the Closing Date. Accrued interest on the Debentures as of the Closing Date will be paid in cash. Any transfer taxes payable in connection with the issuance of Shares and Warrants in the name of a designee or assignee of a Guarantor or Participating Debenture Holder shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On such designee, assignee, Guarantor or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectParticipating Debenture Holder.

Closing Procedures. On At each Closing, Seller and Purchaser shall have the Closing Datefollowing obligations: ▇. ▇▇▇▇▇▇ shall deliver to Purchaser a duly executed and acknowledged ▇▇▇▇ conveying to Purchaser the Lots being purchased, and such further instruments as may be reasonably required by Purchaser or the Fee Estate Title Company with respect to the Lots being purchased as provided herein, at Seller's expense. B. Purchaser shall pay the total Lot Purchase Price for the Lots then being purchased to Seller for such Lots and deliver to the Title Company such further instruments as may be reasonably required by Seller or the Title Company to consummate the purchase of the Lots then being purchased by Purchaser. C. General real estate taxes and any homeowners' association dues with respect to each Lot shall be conveyed in its “prorated as is” condition and there shall be no abatement or diminution of the Purchase Option Price date of each Closing. If subsequent to the Closing, by reason of change in assessment or change in rate or for any fireother reason, casualtyreal estate taxes and/or homeowners' association dues for any fiscal year covered by the apportionment should be determined to be higher or lower than those that are apportioned, eminent domain or Condemnation affecting the Land or the Improvementsa new computation and retroactive adjustment shall be made between Seller and Purchaser within ten (10) days of demand therefor by either party. The Purchase Option Price provisions of this subsection shall survive Closing. ▇. ▇▇▇▇▇▇ shall deliver to Purchaser in accordance with Section 1445 of the Internal Revenue Code and regulations promulgated thereunder an affidavit by the Seller stating, under penalty of perjury, the Seller's United States taxpayer identification number and that the Seller is not a foreign person as defined by I.R.C. 1445(f)(3) (such affidavit shall be delivered only at the time of the Initial Closing). E. Complete and sole possession of the Lots being purchased will be delivered to Purchaser subject only to the Permitted Exceptions. F. Seller shall pay the cost of the basic premium for the Title Policy and Purchaser shall pay any additional premiums for any endorsements requested by Purchaser (to the extent the Title Company agrees to provide such endorsements). All other costs and expenses related to the Closing and not otherwise allocated herein shall be paid by Tenant on Seller and Purchaser as is customary in Houston, ▇▇▇▇▇▇ County, Texas, in the Closing Date by payment purchase and sale of property similar to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectLots.

Closing Procedures. On At the Closing DateClosing, subject to the terms and conditions of this Agreement, the Fee Estate shall be conveyed parties will take the following actions: (a) The Shareholders will deliver to Buyer certificates in its “as is” condition and there shall be no abatement or diminution valid form evidencing the Shares, in a form suitable for transfer, with duly executed instruments of transfer in respect of the Purchase Option Price by reason of any fireShares. (b) Parent or Buyer will pay, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before immediately available funds, the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant Debt Amount in accordance with the terms Pay-Off Letters. (c) Parent or Buyer will pay to the Company, by wire transfer of immediately available funds, the aggregate Stock Purchase Loan Payoff Amounts. (d) Parent or Buyer will deposit the TBV Shortfall Escrow Amount and provisions the Indemnification Escrow Amount with the Escrow Agent by wire transfer of this Section 16.4 immediately available funds. (e) Parent or Buyer will pay the “Ancillary Documents”Closing Merger Consideration, by wire transfer of immediately available funds (or, to the extent relating to restricted stock subject to income tax withholding, by payment through Parent’s or the Company’s employee payroll system). Upon Escrow Agent’s receipt , to the Shareholders who have surrendered their Share certificates as provided in Sections 1.3(a) and 2.3(a), less the Stock Purchase Loan Payoff Amount payable by each such Shareholder, as applicable. (f) The Company will provide certificates of the Deed appropriate Secretaries of State certifying as of a recent date as to the good standing of the Company in the State of Washington and each other state where the Company is qualified to do business. (g) Buyer will execute and deliver to the Shareholders’ Representative a counterpart of the Escrow Agreement, the Shareholders’ Representative will execute and deliver to Buyer a counterpart of the Escrow Agreement, the Special Fiduciary will execute and deliver to the Shareholders’ Representative and Buyer a counterpart of the Escrow Agreement, and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized will execute and deliver to record the Deed in Shareholders’ Representative and Buyer a counterpart of the applicable land records Escrow Agreement. (h) The Company will deliver to Buyer a certificate, signed under penalties of perjury, stating that the Company is not and to release has not been a United States real property holding corporation, dated as of the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law Closing Date and in equityform and substance required under Treasury Regulation §1.897-2(h). (i) The Company will deliver to Buyer an estoppel certificate in form and substance acceptable to Buyer, including specific performance. In signed by the event that Tenant fails timely Company’s counterparty to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effecteach Real Property Lease.

Closing Procedures. On ‌ (a) The Purchaser will cause the Closing Purchaser’s Solicitors to prepare and deliver to the Vendor’s Solicitors, at least 5 Business Days (as defined in section 39) prior to the Completion Date, a vendor’s statement of adjustments and a Form A - Freehold Transfer (the Fee Estate “Transfer”) for the Strata Lot, together with the Housing Agreement Covenant (as defined in section 8) and the Option/RFR (as defined in section 8) duly executed by the Purchaser and, as applicable, the documentation relating to GST. The Purchaser will provide and shall be conveyed solely responsible for providing the Purchaser’s Solicitors with copies of this Contract (including any and all addendums and amendments hereto) and/or the Disclosure Statement (as hereinafter defined) as may be required by the Purchaser’s Solicitor. At the Vendor’s request the Purchaser may also be required to execute and deliver a one-page agreement in its “as is” condition which the Purchaser agrees to be bound by the terms of the Housing Agreement Covenant. (b) The Vendor will execute and there shall be no abatement deliver the Transfer and Vendor’s statement of adjustments to the Purchaser’s Solicitors on or diminution before the Completion Date on their undertaking not to register the Transfer, on the Completion Date unless and until they hold in their trust account the balance of the Purchase Option Price (subject to subsection 16(c)) pursuant to the statement of adjustments and on the condition that, forthwith upon the Purchaser’s Solicitors obtaining a post registration index search from the applicable LTO indicating that, in the ordinary course of Land Title Office procedure, the Purchaser will become the registered owner of the Strata Lot (subject only to the Permitted Encumbrances and charges for which the Purchaser is responsible), the Purchaser will cause payment of the balance of the Purchase Price due on the Completion Date to be made by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or Purchaser’s Solicitors to the ImprovementsVendor’s Solicitors. The Housing Agreement Covenant and the Option will be filed for registration at the LTO by the Vendor’s Solicitors concurrently with the filing of the Transfer by the Purchaser’s Solicitors and in priority to any new mortgage or other security relating to financing arranged by the Purchaser. The Vendor will execute and deliver any documentation relating to parking stall and/or bike storage locker on or within a reasonable time after the Completion Date. (c) If the Purchaser is relying on a new mortgage to be registered against the Strata Lot to finance the Purchase Option Price, the Purchaser, while still required to pay the balance of the Purchase Price shall be paid by Tenant on the Closing Date by payment Completion Date, may wait to pay the balance of the Purchase Price to the Escrow Agent of an amount equal Vendor until after submitting the Transfer and new mortgage documents for registration at the LTO, but only if, before making such filing, the Purchaser has:‌ (i) made available for tender to the Vendor that portion of the Purchase Option Price not secured by wire the new mortgage; (ii) fulfilled all the new mortgagee’s conditions for funding except submitting the new mortgage for registration; and (iii) made available to the Vendor, the Purchaser’s Solicitors’ undertaking to pay the balance of the adjusted Purchase Price on submitting the Transfer and new mortgage for registration and the advance by the new mortgagee of the new mortgage proceeds and the Purchaser’s Solicitors’ undertaking to withdraw or cause the withdrawal of the Form A - Freehold Transfer and new mortgage if for any reason he/she/it fails to pay the balance of the adjusted Purchase Price on the Completion Date. (d) The transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed Strata Lot will also be subject to the Fee Estate, which deed shall be Vendor’s financing arranged in connection with the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as Development or any builders’ lien claims provided that the Vendor’s Solicitors undertake to convey to Tenant clear title to the Fee Estate in fee simple in accordance with this Section 16.4 (Strata Lot of all encumbrances related to such financing and such builders’ liens claims within a reasonable period of time after receiving the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer balance of the Fee Estate from Landlord to Tenant in accordance with Purchase Price due on the terms and provisions of this Section 16.4 (Completion Date. The Purchaser acknowledges that the “Ancillary Documents”). Upon Escrow AgentVendor’s receipt financing, if any, may remain as a charge against the common property of the Deed and Development until the Ancillary Documents from Landlord and Vendor has completed the Purchase Option Price from Tenant, sale of the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record balance of the Deed strata lots in the applicable land records and to release Development whereupon the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall Vendor covenants such financing will be of no further force or effect.discharged entirely.‌

Closing Procedures. On Payment for the Units that remain unsold in the Rights Offer shall be made by delivering to the Company by 10:00 A.M. New York City time on the fifth business day after the Expiration Date, or at such other time on the same or such other date thereafter as the Guarantors and the Company may agree upon in writing (the “Closing Date”) cash, in the amount of the Subscription Price to be paid by Guarantors. The time and date of such payment for the Units is referred to herein as the “Closing Date.” Certificates evidencing the Shares and Warrants purchased shall be delivered or shall be available for delivery to the Guarantors at the offices of American Stock Transfer &Trust Company (the “Transfer Agent”) on the Closing Date, and, except for the Fee Estate Standby Guaranty Warrants, shall be conveyed in its “as is” condition so delivered upon confirmation of the payment of the Subscription Price. Such Shares and there Warrants shall be no abatement registered in such names and in such denominations as the purchasers shall request in writing, or diminution if so requested by the purchasers Shares and Warrants other than the Standby Guaranty Warrants may be registered by book-entry delivery through the facilities of The Depository Trust Company (“DTC”). All requests concerning the registration and denomination of certificates evidencing Shares and Warrants shall be delivered to the Company and the Transfer Agent not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of the Purchase Option Price Shares and Warrants duly paid by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvementspurchasers. The Purchase Option Price certificates for the Shares and Warrants, unless delivered by book-entry through the facilities of DTC, will be made available for inspection by the Guarantors at the office of the Transfer Agent on the business day prior to the Closing Date. Any transfer taxes payable in connection with the issuance of Shares and Warrants in the name of a designee or assignee of a Guarantor shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On such designee, assignee, or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectGuarantor.

Closing Procedures. On the Closing Date, the Fee Estate Hospital Assets shall be conveyed in its their “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land Designated Purchase Option Parcels or the ImprovementsImprovements located thereon. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price (reduced, as applicable, by the amount of Rent paid in advance with respect to any period from and after the Closing Date) by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord and Tenant shall deliver to Escrow Agent the deed to the Fee EstateDesignated Purchase Option Parcels, which deed shall be the usual grant deed in proper form for recording (but including the Special Operating Covenant) and shall be duly executed and acknowledged by both parties so as to convey to Tenant title to the Fee Estate Designated Purchase Option Parcels in fee simple simple, subject to the Special Operating Covenant, in accordance with this Section 16.4 15.5.6 (the “Deed”) ), as well as any other documents or instruments reasonably requested by ▇▇▇▇▇▇, Landlord and/or Escrow Agent to confirm the proper Transfer of the Fee Estate Hospital Assets from Landlord to Tenant (such as a bill of sale for the then-Existing FF&E) in accordance with the terms and provisions of this Section 16.4 15.5.6 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and Tenant (as applicable) and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and occurred, Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord, and this Lease shall terminate and be of no further force or effect and neither party hereto shall have any obligations to the other under this Lease (other than provisions of this Lease which expressly provide that they survive termination of this Lease). In the event that Landlord ▇▇▇▇▇▇▇▇ fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant ▇▇▇▇▇▇ fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate Hospital Assets to Tenant under this Section 16.4 15.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On (a) Each Closing for the purchase of the Offered Debentures shall be completed at the Closing DateTime at the offices of the Corporation’s Counsel or at such other place as the Underwriters and the Corporation may agree. At the Closing Time, the Fee Estate shall Corporation will deliver or cause to be conveyed delivered to the Underwriters in its “as is” condition and there shall be no abatement the form of one or diminution more global Debenture certificates representing the aggregate of the Purchase Option Price by reason Offered Debentures registered in the name of any fire“CDS & Co.”, casualtyas nominee for CDS Clearing and Depository Services Inc., eminent domain or Condemnation affecting in such other form as the Land or Joint Bookrunners, on behalf of the Improvements. The Purchase Option Price shall be paid by Tenant on Underwriters, may notify the Corporation in writing not less than 48 hours prior to the Closing Date Time, against payment by payment to the Escrow Agent Underwriters of an amount equal to the Purchase Option Price purchase price for their respective Offered Debentures by wire transfer in Canadian same day funds or by such other method as the Corporation and the Underwriters may agree upon. In addition, the Corporation shall contemporaneously pay to the Underwriters a Commission as set forth in Section 9(a) of federal this Agreement for their services in connection with the sale of the Offered Debentures by wire transfer in Canadian same day funds or by such other method as the Corporation and the Underwriters may agree upon. BMO, on behalf of the Underwriters, may choose to initiate a wire transfer of immediately available funds to Escrow Agent’s account. On or before the Corporation prior to the Closing DateTime. If BMO does so, Landlord shall deliver to Escrow Agent the deed Corporation agrees that such transfer of funds prior to the Fee EstateClosing Time does not constitute a waiver by the Underwriters of any of the conditions set out in this Agreement. Furthermore, which deed the Corporation agrees that any such funds received from the Underwriters prior to the Closing Time will be held by the Corporation in trust solely for the benefit of the Underwriters until the Closing Time and if the Closing does not occur at the scheduled Closing Time such funds shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title immediately returned by wire transfer to the Fee Estate in fee simple in accordance with this Section 16.4 (Underwriters, without interest. Upon the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer satisfaction of the Fee Estate from Landlord to Tenant conditions of closing at the Closing Time the funds held by the Corporation in accordance with trust for the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing Underwriters shall be deemed to have occurred be delivered by the Underwriters to the Corporation in satisfaction of the obligation of the Underwriters under Section 10 of this Agreement and Escrow Agent upon such delivery the trust constituted by this Section 10(a) shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no terminated without further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectformality.

Closing Procedures. On the Closing Date, the Fee Estate Hospital Assets shall be conveyed in its their “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land Designated Purchase Option Parcels or the ImprovementsImprovements located thereon. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price (reduced, as applicable, by the amount of Rent paid in advance with respect to any period from and after the Closing Date) by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord and Tenant shall deliver to Escrow Agent the deed to the Fee EstateDesignated Purchase Option Parcels, which deed shall be the usual grant deed in proper form for recording (but including the Special Operating Covenant) and shall be duly executed and acknowledged by both parties so as to convey to Tenant title to the Fee Estate Designated Purchase Option Parcels in fee simple simple, subject to the Special Operating Covenant, in accordance with this Section 16.4 15.5.6 (the “Deed”) ), as well as any other documents or instruments reasonably requested by Tenant, Landlord and/or Escrow Agent to confirm the proper Transfer of the Fee Estate Hospital Assets from Landlord to Tenant (such as a ▇▇▇▇ of sale for the then-Existing FF&E) in accordance with the terms and provisions of this Section 16.4 15.5.6 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and Tenant (as applicable) and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and occurred, Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord, and this Lease shall terminate and be of no further force or effect and neither party hereto shall have any obligations to the other under this Lease (other than provisions of this Lease which expressly provide that they survive termination of this Lease). In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate Hospital Assets to Tenant under this Section 16.4 15.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow ▇▇▇▇▇▇ Agent’s receipt of the Deed and the Ancillary 4 Per the LOI, this will be the same valuation consultant that determines the fair market rent for this Lease. Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord ▇▇▇▇▇▇▇▇ fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant ▇▇▇▇▇▇ fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant▇▇▇▇▇▇’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.

Closing Procedures. On ‌ At each Closing, Seller and Purchaser shall have the Closing Datefollowing obligations: ▇. ▇▇▇▇▇▇ shall deliver to Purchaser a duly executed and acknowledged ▇▇▇▇ conveying to Purchaser the Lots being purchased, and such further instruments as may be reasonably required by Purchaser or the Fee Estate Title Company with respect to the Lots being purchased as provided herein, at Seller's expense. B. Purchaser shall pay the total Lot Purchase Price for the Lots then being purchased to Seller for such Lots and deliver to the Title Company such further instruments as may be reasonably required by Seller or the Title Company to consummate the purchase of the Lots then being purchased by Purchaser. C. General real estate taxes and any homeowners' association dues with respect to each Lot shall be conveyed in its “prorated as is” condition and there shall be no abatement or diminution of the Purchase Option Price date of each Closing. If subsequent to the Closing, by reason of change in assessment or change in rate or for any fireother reason, casualtyreal estate taxes and/or homeowners' association dues for any fiscal year covered by the apportionment should be determined to be higher or lower than those that are apportioned, eminent domain or Condemnation affecting the Land or the Improvementsa new computation and retroactive adjustment shall be made between Seller and Purchaser within ten (10) days of demand therefor by either party. The Purchase Option Price provisions of this subsection shall survive Closing. ▇. ▇▇▇▇▇▇ shall deliver to Purchaser in accordance with Section 1445 of the Internal Revenue Code and regulations promulgated thereunder an affidavit by the Seller stating, under penalty of perjury, the Seller's United States taxpayer identification number and that the Seller is not a foreign person as defined by I.R.C. 1445(f)(3) (such affidavit shall be delivered only at the time of the Initial Closing). E. Complete and sole possession of the Lots being purchased will be delivered to Purchaser subject only to the Permitted Exceptions. F. Seller shall pay the cost of the basic premium for the Title Policy and Purchaser shall pay any additional premiums for any endorsements requested by Purchaser (to the extent the Title Company agrees to provide such endorsements). All other costs and expenses related to the Closing and not otherwise allocated herein shall be paid by Tenant on Seller and Purchaser as is customary in Houston, ▇▇▇▇▇▇ County, Texas, in the Closing Date by payment purchase and sale of property similar to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effectLots.