The purchase and sale contemplated herein shall be consummated at a series of remotely held closings (each, a “ ”), on the second business day after all of the conditions to a given Closing set forth in this Agreement are either satisfied or waived (other than conditions which, by their nature, are to be satisfied as of the Closing).  Following the Effective Date, the parties shall cooperate in good faith to finalize as soon as reasonably practicable a mutually acceptable schedule of Closings and the specific Purchased Assets to be conveyed at each such Closing; provided, however, no Closing as to any of the Purchased Assets shall be scheduled to occur on a date later than eighteen (18) months following the Effective Date.  At any Closing, (i) the Purchased Assets to be conveyed will be the Real Properties identified by the parties pursuant to such schedule and the other Purchased Assets associated with such Real Properties, (ii) the Assumed Liabilities to be assumed by Buyer at such Closing will be the Assumed Liabilities secured by or associated with such Real Properties and other Purchased Assets and (iii) the Purchase Price to be paid will be the aggregate Purchase Price associated with such Real Properties as mutually determined by Buyer and Seller in good faith.  For any Purchased Asset that is not a Real Property or associated with a Real Property, such Purchased Asset will be conveyed at a Closing mutually agreeable to Buyer and Seller but in any event at a Closing prior to the end of the afore-mentioned 18-month period.  Subject to the foregoing, each Closing shall occur on such date and at such time as the parties may agree upon in writing.  Each Closing shall be effective as of 12:01 A.M. on the date of such Closing.  Notwithstanding the foregoing, the risk of loss of all or any portion of the Purchased Assets shall be borne by Seller up to and including the actual time of the relevant Closing respecting such Purchased Assets and Buyer’s payment of the applicable portion of the Purchase Price to Seller, and thereafter by Buyer.