Extension of Closing; Termination. If Seller is unable to obtain and deliver the estoppel certificates as required under subsection (a) through (c) above, or if the certificates that Seller elects to provide under subsection (c) above materially differ from the form attached hereto as Exhibit F-2, or the form prescribed in the applicable lease, or contains fill-in information not consistent with the terms of the applicable Lease, then Seller shall not be in default by reason thereof, and Seller or Purchaser by written notice to the other party may extend the Closing in order to provide additional time for Seller to obtain the necessary estoppel certificates, but in no event shall the Closing be extended beyond December 30, 1997. If the required certificates are not delivered by Seller at the Closing, Purchaser may elect either (and only) (i) to waive said conditions and proceed with the Closing in which case Seller shall have no further obligations with respect to the certificates, other than as set forth in subsection (c) above; or (ii) to terminate this Agreement pursuant to the provisions of Section 0. . This Agreement is contingent and subject to the approval of the board of directors or similar governing body of the two general partners of Seller, RTV and AIC (as defined in Section 0). AIC shall advise Purchaser within three (3) business days of the date this Agreement is executed by both parties as to whether it has obtained such approval. RTV shall advise Purchaser on or before the Contingency Expiration Date as to whether it has obtained approval from its governing body to enter into this Agreement, or, alternatively, the approval to transfer RTV's interest in the Premises and Seller to AIC prior to Closing. In the event RTV elects to transfer its interests in Seller and the Premises to AIC prior to the Closing, AIC covenants to buy such interests prior to the Closing. This Agreement shall automatically terminate pursuant to Section 0 if Seller does not timely advise Purchaser that it has obtained such approvals.
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Sources: Purchase and Sale Agreement (Macerich Co), Purchase and Sale Agreement (Macerich Co)