Closing Date and Escrow. The closing of the purchase and sale of the Property (the "CLOSING") shall take place on a business day (the "CLOSING DATE") on or before September 28, 2001 (the "SCHEDULED CLOSING DATE"); PROVIDED, HOWEVER, if Seller effectively exercises its Extension Option (as hereinafter defined), the Closing shall take place on a business day after September 28, 2001 but on or before November 15, 2001 ("EXTENDED CLOSING DATE") selected by Seller. The Closing shall take place at the offices of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, or such other place as is mutually agreed upon by the parties hereto. Seller may extend the Scheduled Closing Date or Extended Closing Date, as applicable, one or more times for up to forty-eight (48) days in the aggregate (collectively, the "EXTENSION OPTION"). In order to exercise such extension right, Seller shall deliver to Purchaser written notice (each an "EXTENSION NOTICE") of such extension no later than five (5) Business Days prior to the Scheduled Closing Date or Extended Closing Date, as applicable. Upon the giving of the Extension Notice to Purchaser, the Closing Date shall be extended to the Extended Closing Date set forth in the Extension Notice, subject to the reduction of the Purchase Price set forth in SECTION 3.1. On or before 11:00 a.m., local time, on the Closing Date, the Purchaser shall cause to be deposited with the Escrow Agent immediately available funds in an amount equal to the sum of the Purchase Price and the costs, expenses, prorations and adjustments payable by the Purchaser under this Agreement, reduced by (x) the amount of the Fund, and (y) the amount of the prorations and adjustments for which the Purchaser receives credit on the Closing Statement. If (x) the Seller and the Purchaser have each notified the Escrow Agent that the conditions in ARTICLE X (in the case of the Seller) and the conditions in ARTICLE XI and ARTICLE XII (in the case of the Purchaser) have been satisfied or waived (other than the respective covenants and obligations of the Seller and the Purchaser to be performed pursuant to this ARTICLE XIII), (y) the Escrow Agent has received the funds from the Purchaser in accordance with the preceding sentence, the Escrow Agent has received the documents and instruments to be delivered by the Seller pursuant to SECTION 13.2, and the Escrow Agent has received documents and instruments to be delivered by the Purchaser pursuant to SECTION 13.3, then the Escrow Agent shall promptly (in the following order) not later than 3:00 p.m., local time, on the Closing Date, (i) record the Deed among the Land Records, (ii) disburse to the Seller an amount equal to the Purchase Price (including as a part of the Purchase Price the Fund), reduced by the costs, expenses, prorations and adjustments payable by the Seller under this Agreement, including but not limited to the commission of the Sales Agent pursuant to SECTION 8.7, and increased by the amount of the prorations and adjustments for which the Seller receives credit on the Closing Statement, (iii) deliver to the Purchaser the documents and instruments referred to in SECTION 13.2 and all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by the Seller to the Purchaser at the Closing, (iv) deliver to the Seller the documents and instruments referred to in SECTION 13.3 and all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by the Purchaser to the Seller at the Closing, and (v) make the other disbursements and deliveries required by the Closing Statement. If (i) any of the conditions set forth in ARTICLE XI and ARTICLE XII have not been satisfied by Seller, or (ii) Seller is in breach of any representation, warranty or covenant of Seller contained in this Agreement, then Purchaser's and Seller's rights, liabilities and obligations shall be as specified in SECTIONS 6.6 THROUGH 6.11, as applicable.
Appears in 1 contract
Closing Date and Escrow. The closing of the purchase and sale of the Property (the "CLOSING") shall take place on a business day On May 1, 2002 (the "CLOSING DATE") on or before September 28), 2001 (Seller -------------------------- and Buyer are required and agree to make full settlement in accordance with the "SCHEDULED CLOSING DATE"); PROVIDED, HOWEVER, if Seller effectively exercises its Extension Option provisions of this Contract. The Deed (as hereinafter defineddefined in Section 6(b)(i), the Closing ) and all other closing documents shall take place on a business day after September 28, 2001 but on or before November 15, 2001 ("EXTENDED CLOSING DATE") selected by Seller. The Closing shall take place at the offices of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, or such other place as is mutually agreed upon by the parties hereto. Seller may extend the Scheduled Closing Date or Extended Closing Date, as applicable, one or more times for up to forty-eight (48) days be executed and delivered in the aggregate (collectively, the "EXTENSION OPTION"). In order to exercise such extension right, Seller shall deliver to Purchaser written notice (each an "EXTENSION NOTICE") of such extension no later than five (5) Business Days prior escrow to the Scheduled Closing Date or Extended Closing Date, as applicable. Upon the giving of the Extension Notice Escrow Agent by each party required to Purchaser, the Closing Date shall be extended to the Extended Closing Date set forth in the Extension Notice, subject to the reduction of the Purchase Price set forth in SECTION 3.1execute such documents. On or before 11:00 a.m., local time, on the morning of the Closing Date, the Purchaser Seller shall cause effect a wire transfer of federal funds to be deposited with the Escrow Agent immediately available funds Agent's escrow account in an amount equal to the sum of (i) the Purchase Price assumption costs and expenses (if any) to be paid by Seller pursuant to Section 3; and (ii) the amount (if any) of the other costs, expenses, prorations expenses and adjustments payable by the Purchaser Seller under this Agreement, reduced by (x) Contract. After the amount Escrow Agent's receipt of the Fund, wire transfer of funds and immediately following the satisfaction (yor waiver under Section 12 hereof) the amount of the prorations and adjustments for which the Purchaser receives credit on the Closing Statement. If (x) the Seller and the Purchaser have each notified the Escrow Agent that the conditions precedent to closing set forth in ARTICLE X (in the case of the Seller) and the conditions in ARTICLE XI and ARTICLE XII (in the case of the Purchaser) have been satisfied or waived (other than the respective covenants and obligations of the Seller and the Purchaser to be performed pursuant to this ARTICLE XIII), (y) the Escrow Agent has received the funds from the Purchaser in accordance with the preceding sentenceSection 12 hereof, the Escrow Agent has received the documents and instruments to be delivered by the Seller pursuant to SECTION 13.2, and the Escrow Agent has received documents and instruments to be delivered by the Purchaser pursuant to SECTION 13.3, then the Escrow Agent shall promptly (in the following order) not later than 3:00 p.m., local time, on the Closing Date, (i) record disburse to Seller the Deed among the Land RecordsPurchase Price, (ii) disburse to the Seller Buyer an amount equal to the Purchase Price (including as a part of Earnest Money and interest accrued xxxxxxx reduced by the Purchase Price the Fund), reduced by the and any costs, expenses, prorations expenses and adjustments payable by the Seller Buyer under this Agreement, including but not limited to the commission of the Sales Agent pursuant to SECTION 8.7, and increased by the amount of the prorations and adjustments for which the Seller receives credit on the Closing StatementContract, (iii) deliver to the Purchaser the documents and instruments referred to in SECTION 13.2 and Buyer all other documents and instruments received by it which, in accordance with the terms of this AgreementContract or any separate escrow instructions prepared by Buyer, are to be delivered by the Seller to Buyer on the Purchaser at the ClosingClosing Date, and (iv) deliver to the Seller the documents and instruments referred to in SECTION 13.3 and all other documents and instruments received by it which, in accordance with the terms of this AgreementContract or any separate escrow instructions prepared by Seller, are to be delivered by the Purchaser Buyer to the Seller at the Closing, and (v) make the other disbursements and deliveries required by on the Closing StatementDate. If For purposes of this Contract, the term "ESCROW AGENT" shall mean Title Network, Ltd., 4975 Preston Park South, Suite 000, Xxxxx, Xxxxx 00000 (iXxxxxxxxx: Xx. Xxx Xxxxx (xxxxxxone number: (000)000-5020, fax number (469) any of the conditions set forth in ARTICLE XI and ARTICLE XII have not been satisfied by Seller, or (ii) Seller is in breach of any representation, warranty or covenant of Seller contained in this Agreement, then Purchaser's and Seller's rights, liabilities and obligations shall be as specified in SECTIONS 6.6 THROUGH 6.11, as applicable000-0000)).
Appears in 1 contract
Samples: Sale Contract (Emeritus Corp\wa\)
Closing Date and Escrow. The closing of the purchase and sale of the Property (the "CLOSING"“Closing”) shall take place occur on a business the latest to occur of (i) the 20th day after the date on which the applicable Governmental Authorities approve the Century Boulevard CPAP (the "CLOSING DATE") on or before September 28, 2001 (the "SCHEDULED CLOSING DATE"); PROVIDED, HOWEVERor, if Seller effectively exercises its Extension Option (as hereinafter definedthe 20th day is not a Business Day, on the first Business Day thereafter), (ii) the 20th day after the date on which the applicable Governmental Authorities approve the Lot Creation Document (or, if the 20th day is not a Business Day, on the first Business Day thereafter), or (iii) January 9, 2009, with time being of the essence,. Seller and Purchaser may, by mutual agreement, agree to hold the Closing shall take place on a business day after September 28, 2001 but on or before November 15, 2001 ("EXTENDED CLOSING DATE") selected by Sellerat an earlier date. The Closing shall take place be held at the offices office of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000the Escrow Agent, or such at any other place location in Fairfax or Loudoun County, Virginia, approved by Seller and Purchaser. The date on which the Closing occurs is referred to in this Agreement as is mutually agreed upon by the parties hereto. Seller may extend the Scheduled Closing Date or Extended “Closing Date, as applicable, one or more times for up to forty-eight (48) days in the aggregate (collectively, the "EXTENSION OPTION"). In order to exercise such extension right, Seller shall deliver to Purchaser written notice (each an "EXTENSION NOTICE") of such extension no later than five (5) Business Days prior to the Scheduled Closing Date or Extended Closing Date, as applicable. Upon the giving of the Extension Notice to Purchaser, the Closing Date shall be extended to the Extended Closing Date set forth in the Extension Notice, subject to the reduction of the Purchase Price set forth in SECTION 3.1. .” On or before 11:00 a.m.Noon, local time, on the Closing Date, the Purchaser shall cause to be deposited with the Escrow Agent immediately available funds in an amount equal to the sum of the Purchase Price and the costs, expenses, prorations and adjustments payable by the Purchaser under this Agreement, reduced by (x) the amount of the FundDeposit, and (y) the net amount of the prorations and adjustments for which the Purchaser receives credit credit, if any, on the Closing StatementStatement (defined in Section 11(d)). If (x1) the Seller and the Purchaser have each notified the Escrow Agent that all conditions precedent to the conditions in ARTICLE X (in the case of the Seller) and the conditions in ARTICLE XI and ARTICLE XII (in the case of the Purchaser) other party’s performance have been satisfied or waived (other than the respective covenants and obligations of the Seller and the Purchaser to be performed pursuant to this ARTICLE XIIIon the Closing Date), (y2) the Escrow Agent has received the funds from the Purchaser in accordance with the preceding sentence, (3) the Escrow Agent has received the documents and instruments to be delivered by the Seller pursuant to SECTION 13.2Section 11(b), and (4) the Escrow Agent has received the documents and instruments to be delivered by the Purchaser pursuant to SECTION 13.3Section 11(c), then the Escrow Agent shall promptly (in the following order) shall, not later than 3:00 p.m., local time, on the Closing Date, (i) record the Deed among Lot Creation Document, the Land RecordsDeed, the Repurchase Option Agreement, the Pond Easement Agreement, the Century Boulevard Easement Agreement (if applicable), the Proffer Allocation and Infrastructure Agreement and the Pre-Emptive Option Agreement, in that order, in the applicable land records, (ii) disburse to the Seller an amount equal to the Purchase Price (including as a part of the Purchase Price the Fund)Price, reduced by the Deposit and the costs, expenses, prorations and adjustments payable by the Seller under this Agreement, including but not limited to the commission of the Sales Agent pursuant to SECTION 8.7, Agreement and increased by the amount of the prorations and adjustments for which the Seller receives credit on the Closing Statement, (iii) deliver to the Purchaser the documents and instruments referred to in SECTION 13.2 Section 11(b) and all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by the Seller to Purchaser on the Purchaser at the ClosingClosing Date, (iv) deliver to the Seller the documents and instruments referred to in SECTION 13.3 Section 11(c) and all other documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by the Purchaser to Seller on the Seller at the ClosingClosing Date, and (v) make the other disbursements and deliveries required by the Closing Statement. If (i) any of On the conditions set forth in ARTICLE XI and ARTICLE XII have not Closing Date, immediately after receiving confirmation that the Deed has been satisfied by recorded, the Escrow Agent shall disburse the Deposit to Seller, or (ii) Seller is in breach of any representation, warranty or covenant of Seller contained in this Agreement, then Purchaser's and Seller's rights, liabilities and obligations shall be as specified in SECTIONS 6.6 THROUGH 6.11, as applicable.
Appears in 1 contract
Samples: Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Closing Date and Escrow. The closing Subject to the provisions of the purchase and sale of the Property (the "CLOSING"Section 12(c) shall take place -------------------------- hereof, on a business day May 1, 2002 (the "CLOSING DATE") on or before September 28), 2001 (Sellers and Buyer are required and agree to make full settlement in accordance with the "SCHEDULED CLOSING DATE"); PROVIDED, HOWEVER, if Seller effectively exercises its Extension Option provisions of this Contract. The Assignments and Assumptions of Facility Leases and Release Agreements (as hereinafter defineddescribed in Section 6(b)(i), the Closing ) and all other closing documents shall take place on a business day after September 28, 2001 but on or before November 15, 2001 ("EXTENDED CLOSING DATE") selected by Seller. The Closing shall take place at the offices of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, or such other place as is mutually agreed upon by the parties hereto. Seller may extend the Scheduled Closing Date or Extended Closing Date, as applicable, one or more times for up to forty-eight (48) days be executed and delivered in the aggregate (collectively, the "EXTENSION OPTION"). In order to exercise such extension right, Seller shall deliver to Purchaser written notice (each an "EXTENSION NOTICE") of such extension no later than five (5) Business Days prior escrow to the Scheduled Closing Date or Extended Closing Date, as applicable. Upon the giving of the Extension Notice Escrow Agent by each party required to Purchaser, the Closing Date shall be extended to the Extended Closing Date set forth in the Extension Notice, subject to the reduction of the Purchase Price set forth in SECTION 3.1execute such documents. On or before 11:00 a.m., local time, on the morning of the Closing Date, the Purchaser Sellers shall cause effect a wire transfer of federal funds to be deposited with the Escrow Agent immediately available funds Agent's escrow account in an amount equal to the sum of (i) the Purchase Price assumption fees, costs and expenses (if any) to be paid by Sellers pursuant to Section 3; and (ii) the amount (if any) of the other costs, expenses, prorations expenses and adjustments payable by the Purchaser Sellers under this Agreement, reduced by (x) Contract. After the amount Escrow Agent's receipt of the Fund, wire transfer of funds and immediately following the satisfaction (yor waiver under Section 12 hereof) the amount of the prorations and adjustments for which the Purchaser receives credit on the Closing Statement. If (x) the Seller and the Purchaser have each notified the Escrow Agent that the conditions precedent to closing set forth in ARTICLE X (in the case of the Seller) and the conditions in ARTICLE XI and ARTICLE XII (in the case of the Purchaser) have been satisfied or waived (other than the respective covenants and obligations of the Seller and the Purchaser to be performed pursuant to this ARTICLE XIII), (y) the Escrow Agent has received the funds from the Purchaser in accordance with the preceding sentence, the Escrow Agent has received the documents and instruments to be delivered by the Seller pursuant to SECTION 13.2, and the Escrow Agent has received documents and instruments to be delivered by the Purchaser pursuant to SECTION 13.3, then Section 12 hereof the Escrow Agent shall promptly (in the following order) not later than 3:00 p.m., local time, on the Closing Date, (i) record disburse to Sellers the Deed among the Land RecordsPurchase Price, (ii) disburse to the Seller Buyer an amount equal to the Purchase Price (including as a part of Xxxxxxx Money and interest accrued thereon reduced by the Purchase Price the Fund), reduced by the and any costs, expenses, prorations expenses and adjustments payable by the Seller Buyer under this Agreement, including but not limited to the commission of the Sales Agent pursuant to SECTION 8.7, and increased by the amount of the prorations and adjustments for which the Seller receives credit on the Closing StatementContract, (iii) deliver to the Purchaser the documents and instruments referred to in SECTION 13.2 and Buyer all other documents and instruments received by it which, in accordance with the terms of this AgreementContract or any separate escrow instructions prepared by Buyer, are to be delivered by Sellers to Buyer on the Seller to the Purchaser at the ClosingClosing Date, and (iv) deliver to the Seller the documents and instruments referred to in SECTION 13.3 and Sellers all other documents and instruments received by it which, in accordance with the terms of this AgreementContract or any separate escrow instructions prepared by Sellers, are to be delivered by the Purchaser Buyer to the Seller at the Closing, and (v) make the other disbursements and deliveries required by Sellers on the Closing StatementDate. If For purposes of this Contract, the term "ESCROW AGENT" shall mean Title Network, Ltd., 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000 (i) any of the conditions set forth in ARTICLE XI and ARTICLE XII have not been satisfied by SellerAttention: Xx. Xxx Xxxxx (telephone number: (000)000-0000), or fax number: (ii) Seller is in breach of any representation, warranty or covenant of Seller contained in this Agreement, then Purchaser's and Seller's rights, liabilities and obligations shall be as specified in SECTIONS 6.6 THROUGH 6.11, as applicable000)000-0000)).
Appears in 1 contract
Samples: Sale Contract (Emeritus Corp\wa\)
Closing Date and Escrow. The closing Unless this Contract is terminated as permitted under this Contract, Seller and Buyer are required and agree to make full settlement in accordance with the provisions of the purchase and sale of the Property this Contract on August 1, 2002 (the "CLOSING") shall take place on a business day (the "CLOSING DATE") on or before September 28, 2001 (the "SCHEDULED CLOSING DATE"); PROVIDED, HOWEVER, if Seller effectively exercises its Extension Option (as hereinafter defined), the Closing shall take place on a business day after September 28, 2001 but on or before November 15, 2001 ("EXTENDED CLOSING DATE") selected by Seller. The Closing shall take place at the offices of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, or such other place as is mutually agreed upon by the parties hereto. Seller may extend the Scheduled Closing Date or Extended Closing Date, as applicable, one or more times for up to forty-eight (48) days in the aggregate (collectively, the "EXTENSION OPTION"). In order The Assignment (hereafter defined) and all other closing documents shall be executed by each party required to exercise execute such extension right, Seller shall deliver documents and delivered in escrow to Purchaser written notice (each an "EXTENSION NOTICE") of such extension the Escrow Agent no later than five (5) noon the Business Days prior to Day immediately preceding the Scheduled Closing Date or Extended Closing Date, as applicable. Upon No later than 5:00 pm on the giving of the Extension Notice to Purchaser, the Closing Date shall be extended to the Extended Closing Date set forth in the Extension Notice, subject to the reduction of the Purchase Price set forth in SECTION 3.1. On or before 11:00 a.m., local time, on Business Day immediately preceding the Closing Date, the Purchaser Buyer shall cause to be deposited with the Escrow Agent effect a wire transfer of immediately available funds to the Escrow Agent's escrow account in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses, prorations expenses and adjustments payable by the Purchaser Buyer under this AgreementContract; however, reduced by (x) the amount of the Fund, and (y) the amount of the prorations and adjustments for which the Purchaser receives credit on the Closing Statement. If (x) the Seller and the Purchaser have each notified funds to be wired to the Escrow Agent that the conditions in ARTICLE X (in the case of the Seller) and the conditions in ARTICLE XI and ARTICLE XII (in the case of the Purchaser) have been satisfied or waived (other than the respective covenants and obligations of the Seller and the Purchaser to Agent's escrow account shall be performed pursuant to this ARTICLE XIII), (y) the Escrow Agent has received the funds from the Purchaser in accordance with the preceding sentence, the Escrow Agent has received the documents and instruments to be delivered reduced by the Seller pursuant to SECTION 13.2, and the Escrow Agent has received documents and instruments to be delivered by the Purchaser pursuant to SECTION 13.3, then the Escrow Agent shall promptly (in the following order) not later than 3:00 p.m., local time, on Xxxxxxx Money. On the Closing Date, (i) record the Deed among the Land Records, (ii) Escrow Agent shall disburse to the Seller and all applicable mortgage holders, by wire transfer of immediately available funds, an amount equal to the Purchase Price (including as a part of the Purchase Price the Fund), reduced by the any costs, expenses, prorations expenses and adjustments payable by the Seller under this Agreement, including but not limited to the commission of the Sales Agent pursuant to SECTION 8.7, and increased by the amount of the prorations and adjustments for which the Seller receives credit on the Closing StatementContract, (iiiii) the Escrow Agent shall deliver to the Purchaser the documents and instruments referred to in SECTION 13.2 and Buyer all other documents and instruments received by it which, in accordance with the terms of this AgreementContract, are to be delivered by the Seller to Buyer on the Purchaser at Closing Date and (iii) the Closing, (iv) Escrow Agent shall deliver to the Seller the documents and instruments referred to in SECTION 13.3 and all other documents and instruments received by it which, in accordance with the terms of this AgreementContract, are to be delivered by the Purchaser Buyer to the Seller at the Closing, and (v) make the other disbursements and deliveries required by on the Closing StatementDate. If In the event Seller has tendered performance in accordance with this Contract by 1:00 p.m. (ieastern time) any on the Closing Date and Buyer does not authorize the consummation of Closing and disbursement of funds deposited by or on behalf of Buyer with Escrow Agent to Seller before 1:00 p.m. (eastern time) on the conditions set forth in ARTICLE XI and ARTICLE XII have not been satisfied by SellerClosing Date, or (ii) Seller is in breach of any representation, warranty or covenant of Seller contained in this Agreement, then Purchaser's and Seller's rights, liabilities and obligations Buyer shall be as specified deemed in SECTIONS 6.6 THROUGH 6.11breach. For purposes of this Contract, as applicablethe term "Escrow Agent" shall mean Anchor Title Company, 00000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (Attn: M. Xxxxxxxxx Xxxxx, President, Tel. No. 000-000-0000, Fax No. 000-000-0000).
Appears in 1 contract
Closing Date and Escrow. The closing of the purchase and sale of the Property On January 15, 2015 (the "CLOSING") shall take place on a business day (“Closing Date”), Seller and Buyer are required and agree to make full settlement in accordance with the "CLOSING DATE") on or before September 28, 2001 (the "SCHEDULED CLOSING DATE"); PROVIDED, HOWEVER, if Seller effectively exercises its Extension Option provisions of this Contract. The Deed (as hereinafter defineddefined in Section 4(b)(i), the Closing ) and all other closing documents shall take place on a business day after September 28, 2001 but on or before November 15, 2001 ("EXTENDED CLOSING DATE") selected by Seller. The Closing shall take place at the offices of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000, or such other place as is mutually agreed upon by the parties hereto. Seller may extend the Scheduled Closing Date or Extended Closing Date, as applicable, one or more times for up to forty-eight (48) days be executed and delivered in the aggregate (collectively, the "EXTENSION OPTION"). In order to exercise such extension right, Seller shall deliver to Purchaser written notice (each an "EXTENSION NOTICE") of such extension no later than five (5) Business Days prior escrow to the Scheduled Closing Date or Extended Closing Date, as applicable. Upon the giving of the Extension Notice Escrow Agent by each party required to Purchaser, the Closing Date shall be extended to the Extended Closing Date set forth in the Extension Notice, subject to the reduction of the Purchase Price set forth in SECTION 3.1execute such documents. On or before 11:00 a.m., local time, on the morning of the Closing Date, the Purchaser Buyer shall cause effect a wire transfer of federal funds to be deposited with the Escrow Agent immediately available funds Agent’s escrow account in an amount equal to the sum of (i) the Purchase Price and Price, (ii) the amount (if any) of the costs, expenses, prorations expenses and adjustments payable by the Purchaser Buyer under this AgreementContract, reduced less (iii) the amount (if any) of the costs, expenses and adjustments payable by (x) Seller under this Contract. At Buyer’s election, the amount of the Fundfunds to be wired to the Escrow Agent’s escrow account shall be reduced by the Xxxxxxx Money and interest on the Xxxxxxx Money, and (y) the amount Xxxxxxx Money and interest on the Xxxxxxx Money shall be applied towards the Purchase Price. After the Escrow Agent’s receipt of the prorations wire transfer of funds and adjustments for which immediately following the Purchaser receives credit on the Closing Statement. If satisfaction (xor waiver under Section 11 hereof) the Seller and the Purchaser have each notified the Escrow Agent that of the conditions precedent to closing set forth in ARTICLE X Section 11 hereof (in the case of the Seller) and the conditions in ARTICLE XI and ARTICLE XII (in the case of the Purchaser) have been satisfied or waived (other than the respective covenants and obligations of the Seller and the Purchaser to be performed pursuant to this ARTICLE XIII), (yi) the Escrow Agent has received the funds from the Purchaser shall disburse to Seller and, in accordance with the preceding sentenceSeller’s written instructions, the Escrow Agent has received the documents and instruments to be delivered any mortgage holders, by the Seller pursuant to SECTION 13.2wire transfer of federal funds, and the Escrow Agent has received documents and instruments to be delivered by the Purchaser pursuant to SECTION 13.3, then the Escrow Agent shall promptly (in the following order) not later than 3:00 p.m., local time, on the Closing Date, (i) record the Deed among the Land Records, (ii) disburse to the Seller an amount equal to the Purchase Price (including as a part of the Purchase Price the Fund), reduced by the any costs, expenses, prorations expenses and adjustments payable by the Seller under this Agreement, including but not limited to the commission of the Sales Agent pursuant to SECTION 8.7, and increased by the amount of the prorations and adjustments for which the Seller receives credit on the Closing StatementContract, (iiiii) the Escrow Agent shall deliver to the Purchaser the documents and instruments referred to in SECTION 13.2 and Buyer all other documents and instruments received by it which, in accordance with the terms of this AgreementContract, are to be delivered by the Seller to Buyer on the Purchaser at Closing Date, and (iii) the Closing, (iv) Escrow Agent shall deliver to the Seller the documents and instruments referred to in SECTION 13.3 and all other documents and instruments received by it which, in accordance with the terms of this AgreementContract, are to be delivered by the Purchaser Buyer to the Seller at the Closing, and (v) make the other disbursements and deliveries required by on the Closing StatementDate. If For purposes of this Contract, the term “Escrow Agent” shall mean Chicago Title Insurance Company, 0000 X Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: R. Xxxx Xxxxxx, Telephone: (i000) any of the conditions set forth in ARTICLE XI and ARTICLE XII have not been satisfied by Seller000-0000, or Fax: (ii000) Seller is in breach of any representation000-0000, warranty or covenant of Seller contained in this Agreement, then Purchaser's and Seller's rights, liabilities and obligations shall be as specified in SECTIONS 6.6 THROUGH 6.11, as applicablee-mail: xxxxxxx@xxx.xxx.
Appears in 1 contract
Samples: Sale Contract (Terreno Realty Corp)