The closing of the Transactions hereunder (the “ Closing ”) shall occur as promptly as practicable (but in no event later than the third (3rd) Business Day following the satisfaction or waiver of the conditions precedent set forth in Article VI of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at Closing, or on such other date or at such other time or place as the Parties hereto may mutually agree (the “ Closing Date ”); provided, however, that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at the Closing), the Closing shall occur on the date following such satisfaction or waiver of such conditions (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at the Closing) that is the earlier to occur of (a) a Business Day during the Marketing Period to be specified by Buyers on no less than three (3) Business Days prior written notice to the IASIS Parties, (b) the first (1st) Business Day following the final day of the Marketing Period and (c) the second (2nd) Business Day prior to the Termination Date. The Closing shall be handled through deliveries into escrow with the Title Company, as escrow agent, pursuant to a customary and reasonable escrow agreement among the IASIS Parties, the MPT Parties and Title Company in accordance with the terms of this Agreement, or in such other manner and at such other place as agreed to by the Parties hereto.