Closing Extensions Clause Samples
The "Closing; Extensions" clause defines the procedures and timing for finalizing a transaction, such as the sale of property or a business, and outlines the conditions under which the closing date may be postponed. Typically, this clause specifies the scheduled closing date, the responsibilities of each party leading up to closing, and the process for requesting and granting extensions if certain conditions are not met by the original deadline. Its core practical function is to provide a clear framework for completing the transaction while allowing flexibility to address unforeseen delays, thereby reducing uncertainty and potential disputes between the parties.
Closing Extensions. The closing of the sale and purchase of the Assets (the “Closing”) shall take place on the Closing Date, and Buyer shall be required to deposit the Closing Funds with Escrow Agent on or prior to (i) if the Loan Assumption is not to occur at the Closing with respect to any Asset, 12:00 noon (Central Time) (or, provided that Existing Lender has informed Sellers prior to 12:00 noon (Central Time) that it has approved such later time for each Existing Loan, such later time on the same day that will permit Escrow Agent to timely wire the appropriate portion of the Purchase Price to Existing Lender to pay off each applicable Existing Loan and Existing Lender will accept such payment and credit the applicable Seller with respect to the applicable Existing Loan with having paid off such Existing Loan on such day without the requirement that such Seller pay any additional interest or charge for any period beyond the Closing Date which such Seller would not have otherwise had to pay had Buyer deposited such funds on or prior to 12:00 noon (Central time)) (the “Loan Pay-Off Wire Deadline”) on the Closing Date, or (ii) if the Loan Assumption is to occur at the Closing with respect to all Assets, 3:00 p.m. (Central Time) on the Closing Date (the applicable deadline in clause (i) or clause (ii) being referred to herein as the “Applicable Closing Deadline”). For the avoidance of doubt, there shall be a single Closing with respect to all Assets and in no event shall there be multiple Closings at different times. Time shall be of the essence with respect to Buyer’s obligations under this Agreement (subject to such adjournments of the Closing Date as are expressly permitted hereunder). If and only if no Loan Assumption will occur at the Closing, then the following provisions shall apply: (1) The parties shall “pre-close” the transaction on the date which is two (2) Business Days prior to the Closing Date by delivering to Escrow Agent their respective Closing Documents pursuant to the terms of Article 6; (2) such Closing Documents shall be prepared on the basis of a Closing that takes place one (1) Business Day prior to the actual Closing Date; (3) Buyer shall endeavor to have the Closing Funds deposited with Escrow Holder on or prior to the Loan Pay-Off Wire Deadline on the date which is one (1) Business Day prior to the actual Closing Date; (4) if Buyer deposits the Closing Funds with Escrow Agent on or prior to the Loan Pay-Off Wire Deadline on the date which is one (1) B...
Closing Extensions