Closings of Pending Sales During Escrow Sample Clauses

Closings of Pending Sales During Escrow. If a Pending Sale (as defined in Section 4.1(c)(vi)) has already closed (i.e., on or after July 4, 1996) or closes prior to the Closing, the portion of the Real Property subject to that particular Pending Sale shall be deleted from the Real Property, Seller will be entitled to all of the Net Proceeds from the sale, except that if the sale includes a carry-back purchase money note (a "Carry-Back Note") secured by the portion of the Real Property sold, Buyer shall acquire the interest of Seller in such Carry-Back Note (all such Carry-Back Notes being referred to in this Agreement as the "Receivables"). If a Pending Sale closes prior to the Closing, the Sales Price shall be reduced by an amount equal to the Net Proceeds of the Pending Sale less the original principal balance of any Carry-Back Note included as a Receivable. As used in this Agreement, the "Net Proceeds" means the gross sales price of the portion of the Real Property sold, expressed in dollars, less only the costs of sale, including title insurance and escrow fees, recording fees, real estate transfer taxes, documentary taxes, and other usual and customary closing costs charged to a seller of real property in the locale where the property is located, and less any real estate commissions paid to independent third-party real estate brokers in connection with such sale. Costs of sale will not include any tax and assessment prorations and the like. Net Proceeds will be calculated from actual closing statements as finally approved by the parties to the Pending Sale, and copies of such actual closing statements will be furnished to Buyer and Escrow Agent prior to Closing.