Common use of Closing Costs; Prorations Clause in Contracts

Closing Costs; Prorations. 8.1 The closing of the transaction contemplated herein (the "CLOSING") shall be held on or before that date (the "CLOSING DATE") which is the earlier to occur of (1) December 15, 2004 (the "OUTSIDE CLOSING Date") and (2) the later to occur of (a) that date which is ten (10) days after the date on which Purchaser notifies Seller in writing (a "CLOSING NOTICE") that (i) the Assumption Documents and the "Assumption Documents" under each of the Other Agreements (hereinafter defined) are in final form and agreed to by Purchaser, Lender and the "Lender" under each of the Other Agreements and (ii) all other conditions of the Lender and the "Lender" under each of the Other Agreements to the assumption by Purchaser of the Existing Financing and the assumption by Purchaser of the "Existing Financing" under each of the Other Agreements have been satisfied, and (b) October 20, 2004, or such other date as may be agreed to in writing by Seller and Purchaser; provided, however, if such date is a Saturday, Sunday or banking holiday, the Closing shall be the next regular business day. The Closing shall be held through escrow at the office of the Title Company's agent, Xxxxxx and XxXxxxxx, P.A., or at such other location as may be acceptable to both Seller and Purchaser. Notwithstanding the foregoing, in the event that each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before December 15, 2004, then Purchaser may, at its option, extend the Outside Closing Date to January 17, 2005 by written notice thereof to Seller; and if Purchaser does not so extend the Closing Date, then this Agreement shall thereupon automatically terminate, fifty percent (50%) of the Xxxxxxx Money shall be returned to Purchaser and fifty percent (50%) of the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In addition, in the event that Purchaser extends the Outside Closing Date to January 17, 2005 as provided in the immediately preceding sentence, and each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before January 17, 2005, then Purchaser may, at its option, extend the Outside Closing Date to February 15, 2005 by written notice thereof to Seller; and if Purchaser does not so extend the Closing Date, then this Agreement shall thereupon automatically terminate, twenty-five percent (25%) of the Xxxxxxx Money shall be returned to Purchaser and seventy-five percent (75%) of the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. Notwithstanding anything set forth herein to the contrary, in the event that each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before February 15, 2005 , then this Agreement shall thereupon automatically terminate, the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. At such time as Purchaser delivers to Seller a Closing Notice, Purchaser will be deemed to have waived the conditions set forth in Sections 8.6.3 and 8.6.4 hereof. Notwithstanding the foregoing, if the Closing Date, as hereinabove determined, would occur after December 15, 2004 and on or before January 4, 2005, then the Closing Date shall automatically be extended so that the Closing Date will be on January 5, 2005. The procedure to be followed by the parties in connection with the Closing shall be as follows:

Closing Costs; Prorations. 8.1 The closing of the transaction contemplated herein (the "CLOSING") shall be held on or before that date (the "CLOSING DATE") which is the earlier to occur of (1) December 15, 2004 (the "OUTSIDE CLOSING Date") and (2) the later to occur of (a) that date which is ten (10) days after the date on which Purchaser notifies Seller in writing (a "CLOSING NOTICE") that (i) the Assumption Documents and the "Assumption Documents" under each of the Other Agreements (hereinafter defined) are in final form and agreed to by Purchaser, Lender Purchaser and the "Lender" under each of the Other Agreements and (ii) all other conditions of the Lender and the "Lender" under each of the Other Agreements to the assumption by Purchaser of the Existing Financing and the assumption by Purchaser of the "Existing Financing" under each of the Other Agreements have been satisfied, and (b) October 20, 2004, or such other date as may be agreed to in writing by Seller and Purchaser; provided, however, if such date is a Saturday, Sunday or banking holiday, the Closing shall be the next regular business day. The Closing shall be held through escrow at the office of the Title Company's agent, Xxxxxx and XxXxxxxx, P.A., or at such other location as may be acceptable to both Seller and Purchaser. Notwithstanding the foregoing, in the event that each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before December 15, 2004, then Purchaser may, at its option, extend the Outside Closing Date to January 17, 2005 by written notice thereof to Seller; and if Purchaser does not so extend the Closing Date, then this Agreement shall thereupon automatically terminate, fifty percent (50%) of the Xxxxxxx Money shall be returned to Purchaser and fifty percent (50%) of the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. In addition, in the event that Purchaser extends the Outside Closing Date to January 17, 2005 as provided in the immediately preceding sentence, and each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before January 17, 2005, then Purchaser may, at its option, extend the Outside Closing Date to February 15, 2005 by written notice thereof to Seller; and if Purchaser does not so extend the Closing Date, then this Agreement shall thereupon automatically terminate, twenty-five percent (25%) of the Xxxxxxx Money shall be returned to Purchaser and seventy-five percent (75%) of the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. Notwithstanding anything set forth herein to the contrary, in the event that each of the conditions set forth in Section 8.1(2)(a) hereinabove have not been satisfied on or before February 15, 2005 , then this Agreement shall thereupon automatically terminate, the Xxxxxxx Money shall be delivered to Seller and, thereafter, neither Seller nor Purchaser shall have any further duties or obligations hereunder. At such time as Purchaser delivers to Seller a Closing Notice, Purchaser will be deemed to have waived the conditions set forth in Sections 8.6.3 and 8.6.4 hereof. Notwithstanding the foregoing, if the Closing Date, as hereinabove determined, would occur after December 15, 2004 and on or before January 4, 2005, then the Closing Date shall automatically be extended so that the Closing Date will be on January 5, 2005. The procedure to be followed by the parties in connection with the Closing shall be as follows: