Post-Close Obligations. The Borrower agrees to deliver all items as required under [Schedule 4.4] to the Disclosure Letter within the corresponding timeframes as set forth in [Schedule 4.4] to the Disclosure Letter or such later date as Agent may agree in writing in its sole discretion.

Close of Escrow. Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documents described above to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser.

Close Out Package. Within thirty (30) days following the date that Tenant first conducts business at the Premises and, in all events, prior to the disbursement of the Final Disbursement, Tenant shall deliver to Landlord the following (collectively, the “Close-Out Package”) # two (2) sets of complete “as built” drawings (including, but not limited to, mechanical, electrical, plumbing, fire-protection, fire-alarm and architectural as-built drawings) and CADD files of the Premises; # specifications for all disciplines (where used as a part of the contract documents for Tenant’s Work and HVAC Work); # operations and maintenance manuals, operating instructions, warranties and guarantees for all Tenant furnished fixed equipment; # copies of all permits, certificates of insurance and business licenses; # an original, wet stamped

That, where it is otherwise unavoidable, it shall be lawful for the Management Company and /or Landlord at any time or times during the Term to temporarily or permanently close any part of the Estate Common Areas, Building Common Areas and / or the Basement or to erect obstructions or boundary marks or take such steps as the Landlord and / or the Management Company shall think necessary or as may be required or recommended by any local authority PROVIDED ALWAYS that the Landlord and the Management Company shall use their reasonable endeavours to procure (insofar as it is within the control of the Landlord and/or the Management Company to do so), # that reasonable and adequate means of access to and egress from the Demised Premises are continuously available for the Tenant, # that the use and enjoyment of the Demised Premises by the Tenant is not materially affected, and # that all such parts as aforesaid are reopened as soon as circumstances may reasonably permit to re-open all such parts as aforesaid as soon as circumstances may reasonably permit.

Post-Close Obligations. Each Loan Party agrees to deliver all items as required under [Schedule 5.24] to the Disclosure Letter.

Close of Escrow. Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documents described above to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser.

. During the Pre-Closing Period, each of the Company and Purchaser will use reasonable best efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary under applicable Laws so as to permit consummation of the transactions contemplated hereby as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall cooperate reasonably with the other party hereto to that end.

Conditions to Parties’ Obligation to Close. In addition to all other conditions set forth herein, the obligation of Seller and Purchaser to consummate the transactions contemplated hereunder are conditioned upon the following:

Conditions to Purchaser’s Obligation to Close. Purchaser shall not be obligated to proceed with the Closing if this Agreement shall have been previously terminated pursuant to any other provision hereof, and unless and until each of the following conditions has been fulfilled or waived in writing by Purchaser:

Conditions to Lilly’s Obligations to Close. Lilly’s obligation to complete the purchase and sale of the Shares is subject to the satisfaction or waiver of the following conditions at or prior to the Closing: