Common use of Extension of Closing Clause in Contracts

Extension of Closing. (a) In the event the Remediation Work has not been completed by the Closing to the satisfaction of the Tenant, acting reasonably, the Closing may be extended for successive periods of Ten (10) Business Days each (or such other period of time, deemed appropriate by the Landlord) by either the Landlord or the Tenant giving five (5) Business Days’ written notice to the other, until either of the following events: (i) if the Construction Contract has been 99% completed in the professional opinion of the Landlord’s payment certifier under the Construction Contract (the “Payment Certifier”) acting in accordance with its professional standards (the “Completion Date”) and the Closing shall occur on the Completion Date as set out in notice from the Landlord, and the Landlord shall deliver on Closing its written undertaking to complete the Remediation Work as soon as commercially reasonably possible after Closing having regard to delivery timelines and supplier and contractor availability, subject to subsection (ii) below; (ii) if an occupancy permit or partial occupancy permit in respect of the Building or a part of the Building has been issued by the chief building official of the municipality, but 99% of the Construction Contract has not been completed in the professional opinion of the Payment Certifier acting in accordance with its professional standards as set out in subsection 6(a)(i), the Landlord may, on five (5) Business Days’ notice to the Tenant, require that the Closing occur on the date set out in the Landlord’s notice and may deliver its written undertaking on Closing to complete the Remediation Work as soon as commercially reasonably possible after Closing. The Tenant acknowledges and agrees that if Closing occurs in accordance with this subsection (ii), the Tenant shall not have access to, possession or use of such areas of the Building as are excluded from the occupancy permit or partial occupancy permit and such other areas of the Demised Premises as may be required by the Landlord to complete the Remediation Work. (b) If Closing occurs in accordance with either subsection 6(a)(i) or (ii), the Landlord shall cause any remaining Remediation Work to be completed as soon as possible after Closing using reasonable commercial efforts. (c) In the event the Remediation Work has not been completed to the satisfaction of the Tenant in accordance with the undertaking of the Landlord given in accordance with subsection 6(a)(i) or (ii) above in the opinion of the Tenant acting reasonably, the matter shall be submitted to an independent arbitrator pursuant to Section 15.25 of the Lease and the Landlord shall complete such Remediation Work required by the arbitrator to the satisfaction of the arbitrator.

Extension of Closing. Purchaser shall have the option to extend the date of Closing for up to four consecutive thirty (a30) day periods subject to the provisions of this Paragraph. In the event that Purchaser elects to exercise its option pursuant to this Paragraph, Purchaser shall provide Seller and Escrow Agent with three business days' advance written notice from the date of the Closing of its intention to extend the Closing Date. Such notice, in each instance, shall be accompanied by a check made out to the Escrow Agent (or an electronic fund transfer into the account of the Escrow Agent) in the following amounts: first thirty (30) day extension $75,000; second thirty (30) day extension, an additional $75,000; third thirty (30) day extension, an additional $100,000; and fourth (30) day extension, an additional $100,000. In the event that Purchaser exercises any or all of its extensions options pursuant to the terms of this Paragraph, the amounts deposited as set forth in the preceding sentence shall be held in accordance with the Escrow Agreement and shall be non refundable except in the case of Seller default under this Agreement. In the event the Remediation Work has not been completed by transaction contemplated herein Closes, all amounts deposited into Escrow pursuant to this Paragraph, if any, shall be credited against the purchase price at Closing. Purchaser shall have no right to extend the Closing beyond July 29, 1997." 5. Per a prior verbal agreement, the parties hereto acknowledge that Seller agreed to pay certain legal fees for legal services rendered from the firms of Cox, Castle & Nicholsox xnd Latham & Xxxxxxx relatxx xx the xxxxxx lease underlying the Property and FEMA issues related thereto. Notwithstanding said prior agreement, Seller shall not be liable for any portion of the legal fees referenced in the prior sentence incurred after March 31, 1997. 6. Except as amended herein, the terms and conditions of the Agreement and the Escrow Agreement shall continue in full force and effect and are hereby ratified in their entirety. 7. This Eighth Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. 8. The parties hereto agree and acknowledge that a facsimile copy of any party's signature on this Eighth Amendment shall be enforceable against such party as an original. The parties hereto further agree that this Eighth Amendment shall be enforceable by and between the Purchaser and Seller prior to the satisfaction execution of the Tenant, acting reasonably, the Closing may be extended for successive periods of Ten (10) Business Days each (or such other period of time, deemed appropriate this Eighth Amendment by the Landlord) by either the Landlord or the Tenant giving five (5) Business Days’ written notice to the other, until either of the following events: (i) if the Construction Contract has been 99% completed in the professional opinion of the Landlord’s payment certifier under the Construction Contract (the “Payment Certifier”) acting in accordance with its professional standards (the “Completion Date”) and the Closing shall occur on the Completion Date as set out in notice from the Landlord, and the Landlord shall deliver on Closing its written undertaking to complete the Remediation Work as soon as commercially reasonably possible after Closing having regard to delivery timelines and supplier and contractor availability, subject to subsection (ii) below; (ii) if an occupancy permit or partial occupancy permit in respect of the Building or a part of the Building has been issued by the chief building official of the municipality, but 99% of the Construction Contract has not been completed in the professional opinion of the Payment Certifier acting in accordance with its professional standards as set out in subsection 6(a)(i), the Landlord may, on five (5) Business Days’ notice to the Tenant, require that the Closing occur on the date set out in the Landlord’s notice and may deliver its written undertaking on Closing to complete the Remediation Work as soon as commercially reasonably possible after Closing. The Tenant acknowledges and agrees that if Closing occurs in accordance with this subsection (ii), the Tenant shall not have access to, possession or use of such areas of the Building as are excluded from the occupancy permit or partial occupancy permit and such other areas of the Demised Premises as may be required by the Landlord to complete the Remediation WorkEscrow Agent. (b) If Closing occurs in accordance with either subsection 6(a)(i) or (ii), the Landlord shall cause any remaining Remediation Work to be completed as soon as possible after Closing using reasonable commercial efforts. (c) In the event the Remediation Work has not been completed to the satisfaction of the Tenant in accordance with the undertaking of the Landlord given in accordance with subsection 6(a)(i) or (ii) above in the opinion of the Tenant acting reasonably, the matter shall be submitted to an independent arbitrator pursuant to Section 15.25 of the Lease and the Landlord shall complete such Remediation Work required by the arbitrator to the satisfaction of the arbitrator.

Extension of Closing. (a) In the event event: (i) the Remediation Work Work, including Deficiencies, has not been completed and rectified, as the case may be, by the Closing (as such term is defined in section 7 below) to the satisfaction of the Tenant, acting reasonably, the Closing may be extended for successive periods of Ten (10) Business Days each (or such other period of time, deemed appropriate by the Landlord) by either the Landlord or the Tenant giving five (5) Business Days’ written notice to the other, until either of the following events: (i) if date when the Construction Contract has been 99% completed in the professional opinion of the Landlord’s payment certifier under the Construction Contract (the “Payment Certifier”) acting in accordance with its professional standards (the “Completion Date”) and the Closing shall occur on the Completion Date as set out in notice from the Landlord, and the Landlord shall deliver on Closing its written undertaking to complete and rectify the Remediation Work including any Deficiencies as soon as commercially reasonably possible after Closing having regard to delivery timelines and supplier and contractor availability, subject to subsection (ii) below;provided that if, (ii) if an occupancy permit or partial occupancy permit in respect of the Building or a part of the Building Landlord has been issued making reasonably commercial efforts to complete and rectify the Remediation Work including any Deficiencies by any extended Closing Date pursuant to Section 6 (a) (i) and the chief building official of Construction Contract has been substantially performed as defined in the municipalityConstruction Act, RSO C.30 but 99% of the Construction Contract has not been completed by Closing in each case in the professional opinion of the Payment Certifier acting in accordance with its professional standards as set out in subsection 6(a)(i)standards, the Landlord may, on five (5) Business Days’ notice to the Tenant, require that the Closing occur on the date set out in the Landlord’s notice and may deliver its written undertaking on Closing to complete and rectify the Remediation Work including any Deficiencies as soon as commercially reasonably possible after Closing. The Tenant acknowledges , having regard to delivery timelines and agrees that if Closing occurs in accordance with this subsection (ii), the Tenant shall not have access to, possession or use of such areas of the Building as are excluded from the occupancy permit or partial occupancy permit supplier and such other areas of the Demised Premises as may be required by the Landlord to complete the Remediation Workcontractor availability. (b) If Closing occurs in accordance with either subsection 6(a)(i) or (ii), the Landlord shall cause any remaining Remediation Work to be completed as soon as possible after Closing using reasonable commercial efforts. (c) In the event the Remediation Work has not been completed or the Deficiencies have not been rectified to the satisfaction of the Tenant in accordance with the undertaking of the Landlord given in accordance with subsection 6(a)(iSection 6 (a) (i) or (ii) above in the opinion of the Tenant acting reasonably, the matter shall be submitted to an independent arbitrator pursuant to Section 15.25 of the Lease and the Landlord shall complete rectify such Remediation Work Deficiencies required by the arbitrator to the satisfaction of the arbitrator.

Extension of Closing. (a) In the event event: (i) the Remediation Work Work, including Deficiencies, has not been completed and rectified, as the case may be, by the Closing (as such term is defined in section 7 below) to the satisfaction of the Tenant, acting reasonably, the Closing may be extended for successive periods of Ten (10) Business Days each (or such other period of time, deemed appropriate by the Landlord) by either the Landlord or the Tenant giving five (5) Business Days’ written notice to the other, until either of the following events: (i) if date when the Construction Contract has been 99% completed in the professional opinion of the Landlord’s payment certifier under the Construction Contract (the “Payment Certifier”) acting in accordance with its professional standards (the “Completion Date”) and the Closing shall occur on the Completion Date as set out in notice from the Landlord, and the Landlord shall deliver on Closing its written undertaking to complete and rectify the Remediation Work including any Deficiencies as soon as commercially reasonably possible after Closing having regard to delivery timelines and supplier and contractor availability, subject to subsection (ii) below;provided that if, (ii) if an occupancy permit or partial occupancy permit in respect of the Building or a part of the Building Landlord has been issued making reasonably commercial efforts to complete and rectify the Remediation Work including any Deficiencies by any extended Closing Date pursuant to Section 6 (a) (i) and the chief building official of Construction Contract has been substantially performed as defined in the municipalityConstruction Act, RSO C.30 but 99% of the Construction Contract has not been completed by Closing in each case in the professional opinion of the Payment Certifier acting in accordance with its professional standards as set out in subsection 6(a)(i)standards, the Landlord may, on five (5) Business Days’ notice to the Tenant, require that the Closing occur on the date set out in the Landlord’s notice and may deliver its written undertaking on Closing to complete and rectify the Remediation Work including any Deficiencies as soon as commercially reasonably possible after Closing. The Tenant acknowledges , having regard to delivery timelines and agrees that if Closing occurs in accordance with this subsection (ii), the Tenant shall not have access to, possession or use of such areas of the Building as are excluded from the occupancy permit or partial occupancy permit supplier and such other areas of the Demised Premises as may be required by the Landlord to complete the Remediation Workcontractor availability. (b) If Closing occurs in accordance with either subsection 6(a)(i) or (ii), the Landlord shall cause any remaining Remediation Work to be completed as soon as possible after Closing using reasonable commercial efforts. (c) In the event the Remediation Work has not been completed or the Deficiencies have not been rectified to the satisfaction of the Tenant in accordance with the undertaking of the Landlord given in accordance with subsection 6(a)(iSection 6 (a) (i) or (ii) above in the opinion of the Tenant acting reasonably, the matter shall be submitted to an independent arbitrator pursuant to Section 15.25 of the Lease Sublease and the Landlord shall complete rectify such Remediation Work Deficiencies required by the arbitrator to the satisfaction of the arbitrator.

Extension of Closing. (a) In the event the Remediation Work has not been completed by the Closing to the satisfaction of the TenantSubtenant, acting reasonably, the Closing may be extended for successive periods of Ten (10) Business Days each (or such other period of time, deemed appropriate by the LandlordSublandlord) by either the Landlord Sublandlord or the Tenant Subtenant giving five (5) Business Days’ written notice to the other, until either of the following events: (i) if the Construction Contract has been 99% completed in the professional opinion of the LandlordSublandlord’s payment certifier under the Construction Contract (the “Payment Certifier”) acting in accordance with its professional standards (the “Completion Date”) and the Closing shall occur on the Completion Date as set out in notice from the LandlordSublandlord, and the Landlord Sublandlord shall deliver on Closing its written undertaking to complete the Remediation Work as soon as commercially reasonably possible after Closing having regard to delivery timelines and supplier and contractor availability, subject to subsection (ii) below; (ii) if an occupancy permit or partial occupancy permit in respect of the Building or a part of the Building has been issued by the chief building official of the municipality, but 99% of the Construction Contract has not been completed in the professional opinion of the Payment Certifier acting in accordance with its professional standards as set out in subsection 6(a)(i), the Landlord Sublandlord may, on five (5) Business Days’ notice to the TenantSubtenant, require that the Closing occur on the date set out in the LandlordSublandlord’s notice and may deliver its written undertaking on Closing to complete the Remediation Work as soon as commercially reasonably possible after Closing. The Tenant Subtenant acknowledges and agrees that if Closing occurs in accordance with this subsection (ii), the Tenant Subtenant shall not have access to, possession or use of such areas of the Building as are excluded from the occupancy permit or partial occupancy permit and such other areas of the Demised Premises as may be required by the Landlord Sublandlord to complete the Remediation Work. (b) If Closing occurs in accordance with either subsection 6(a)(i) or (ii), the Landlord Sublandlord shall cause any remaining Remediation Work to be completed as soon as possible after Closing using reasonable commercial efforts. (c) In the event the Remediation Work has not been completed to the satisfaction of the Tenant Subtenant in accordance with the undertaking of the Landlord Sublandlord given in accordance with subsection 6(a)(i) or (ii) above in the opinion of the Tenant Subtenant acting reasonably, the matter shall be submitted to an independent arbitrator pursuant to Section 15.25 of the Lease Sublease and the Landlord Sublandlord shall complete such Remediation Work required by the arbitrator to the satisfaction of the arbitrator.

Extension of Closing. (a) In the event event: (i) the Remediation Work Work, including Deficiencies, has not been completed and rectified, as the case may be, by the Closing to the satisfaction of the Tenant, acting reasonably, the Closing may be extended for successive periods of Ten (10) Business Days each (or such other period of time, deemed appropriate by the Landlord) by either the Landlord or the Tenant giving five (5) Business Days’ written notice to the other, until either of the following events: (i) if date when the Construction Contract has been 99% completed in the professional opinion of the Landlord’s payment certifier under the Construction Contract (the “Payment Certifier”) acting in accordance with its professional standards (the “Completion Date”) and the Closing shall occur on the Completion Date as set out in notice from the Landlord, and the Landlord shall deliver on Closing its written undertaking to complete and rectify the Remediation Work including any Deficiencies as soon as commercially reasonably possible after Closing having regard to delivery timelines and supplier and contractor availability, subject to subsection (ii) below;provided that if, (ii) if an occupancy permit or partial occupancy permit in respect of the Building or a part of the Building Landlord has been issued making reasonably commercial efforts to complete and rectify the Remediation Work including any Deficiencies by any extended Closing Date pursuant to Section 6.1(a)(i) and the chief building official of Construction Contract has been substantially performed as defined in the municipalityConstruction Act, RSO C.30 but 99% of the Construction Contract has not been completed by Closing in each case in the professional opinion of the Payment Certifier acting in accordance with its professional standards as set out in subsection 6(a)(i)standards, the Landlord may, on five (5) Business Days’ notice to the Tenant, require that the Closing occur on the date set out in the Landlord’s notice and may deliver its written undertaking on Closing to complete and rectify the Remediation Work including any Deficiencies as soon as commercially reasonably possible after Closing. The Tenant acknowledges , having regard to delivery timelines and agrees that if Closing occurs in accordance with this subsection (ii), the Tenant shall not have access to, possession or use of such areas of the Building as are excluded from the occupancy permit or partial occupancy permit supplier and such other areas of the Demised Premises as may be required by the Landlord to complete the Remediation Workcontractor availability. (b) If Closing occurs in accordance with either subsection 6(a)(i) or (ii), the Landlord shall cause any remaining Remediation Work to be completed as soon as possible after Closing using reasonable commercial efforts. (c) In the event the Remediation Work has not been completed or the Deficiencies have not been rectified to the satisfaction of the Tenant in accordance with the undertaking of the Landlord given in accordance with subsection 6(a)(iSection 6.1(a)(i) or (ii) above in the opinion of the Tenant acting reasonably, the matter shall be submitted to an independent arbitrator pursuant to Section 15.25 of the Lease and the Landlord shall complete rectify such Remediation Work Deficiencies required by the arbitrator to the satisfaction of the arbitrator.