Common use of Closing Process Clause in Contracts

Closing Process. The Purchaser shall fix a closing date (the "Closing Date") not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser's and Seller's obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subject.

Closing Process. The Purchaser shall fix a closing date (the "Closing Date") not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place in accordance with the following process: (a) The Closing shall take place at 11:00 a.m. Boston time on the Closing Date and Date. Unless the Parties otherwise agree in writing, the Closing shall be completed conducted through a customary closing escrow arrangement with the Title Company and, on or held at before the principal office of TRT LLC or such other location as Closing Date, the parties Seller shall agree upon at least five deliver to the Title Company the documents listed in Section 8.2 and the Purchaser shall deliver to the Title Company the documents and funds described in Section 8.3. (5b) Not less than fifteen (15) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject , Seller shall deliver proposed final but unexecuted copies of each of the Buy/Sell Offering Notice documents listed in Section 8.2 (“Seller’s Deliveries”). (c) Purchaser shall either approve or disapprove the Seller’s Deliveries in a written notice delivered to Seller on or before the date that is five (5) Business Days following the date on which such proposed final but unexecuted Seller’s Deliveries are delivered to Purchaser, provided that (i) Purchaser shall not unreasonably withhold, condition or delay its approval of the Seller’s Deliveries, (ii) to the extent the forms of Seller’s Deliveries are attached as Schedules or Exhibits to this Agreement, the scope of Purchaser’s review of such Seller’s Deliveries shall be paid limited to any material variations from such forms (beyond any variations contemplated by this Agreement) and (iii) if Purchaser fails to give such written notice within said five (5) Business Day period, it shall conclusively be deemed to have approved the Seller’s Deliveries. If Purchaser disapproves any of the Seller’s Deliveries, Purchaser’s written notice shall set forth the reasons for such disapproval with respect to each of the Seller’s Deliveries to which Purchaser objects. All Seller’s Deliveries to which Purchaser does not specifically object in such written notice shall conclusively be deemed approved. (d) Seller and Purchaser shall diligently and in good faith cooperate to agree on final forms of the Seller’s Deliveries to which Purchaser has objected pursuant to Section 8.1(c) within five (5) Business Days after the date of Purchaser’s written notice setting forth such disapproved Seller’s Deliveries. (e) In the event that the Title Company is not unconditionally released by Purchaser to pay to Seller the full amount of the Purchase Price, as increased or decreased by prorations provided for herein, in immediately available wire transfer funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) by 1:00 p.m. Boston time on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At , at the closing, adjustments to purchase price Seller’s election the Closing shall be made in accordance with Section 16.7 in order deemed to complete have occurred on the final calculation of following Business Day and the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser credits and prorations shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser's and Seller's obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectrecalculated accordingly.