Gap Closing. Seller and Buyer acknowledge and agree that the Close of Escrow shall be effectuated through a “gap” or ‘New York style” closing, which means that the Close of Escrow may occur without the concurrent or prior recordation of the Deed, so long as the Title Company has issued, or irrevocably committed to issue, the Title Policy in accordance with the terms and conditions of this Agreement, and agree to provide such documents required by Escrow Holder to effectuate same.
Gap Closing. As an accommodation to Seller, Purchaser has agreed that certain documents required to be recorded on the Closing Date under the Agreement shall instead be recorded after the Closing Date as set forth in the Escrow Instructions attached hereto as Exhibit 2 (“Gap Closing Escrow Instructions”). The Closing documents to be recorded on the Closing Date are listed under the Tranche One heading on Exhibit A to the Gap Closing Escrow Instructions, and the Closing documents to be recorded after the Closing Date are listed under the Tranche Two heading on Exhibit A to the Gap Closing Escrow Instructions (the “Late-Recording Documents”). Seller and Purchaser acknowledge and agree that notwithstanding the date of recording the Late-Recording Documents, those documents shall be dated and deemed effective as of the Closing Date as if they had been recorded concurrently with the rest of the Closing documents, and the delay in their recording shall not be deemed to impair the effectiveness of the Closing in any respect, including without limitation, with respect to transfer of possession and risk with respect to the Property or prorations. Seller agrees that between the Closing Date and the date of recording of the Late-Recording Documents it shall not encumber, impair, exercise, modify or terminate any of the agreements, rights or interests that are conveyed by the Late-Recording Documents, and shall indemnify, defend and hold Purchaser harmless from and against any claims or losses arising from Seller’s breach of this covenant. Seller shall bear any additional escrow fees or costs incurred due to the deferral of recording of the Late-Recording Documents. This Section shall survive Closing.
Gap Closing. Because the total number of Transaction Documents to be recorded at Closing exceeds the number that the Hawaii Bureau of Conveyances will accept from Escrow for regular recording on a single day, Buyer and Seller have agreed that certain documents required to be recorded on the Closing Date under this Agreement shall instead be recorded after the Closing Date as set forth in the Escrow Instructions attached hereto as Exhibit J (“Gap Closing Escrow Instructions”). The Transaction Documents to be recorded on the Closing Date will be listed under the Tranche One heading on Exhibit A to the Gap Closing Escrow Instructions, and the Transaction Documents to be recorded after the Closing Date will be listed under the Tranche Two, Tranche Three, etc. heading on Exhibit A to the Gap Closing Escrow Instructions (the “
Gap Closing. The Closing shall take place in such a fashion that the Title Company selected to issue the Title Policy to the Purchaser shall insure the gap in time between the last examination of title to the Property and the recording of the Deed to the Property in favor of Purchaser, the Closing cash proceeds due Seller hereunder shall be disbursed to Seller upon the written undertaking of the insurance of such “gap” by the title insurer at the Closing and the Title Company shall immediately proceed to record the Special Warranty Deed and thereafter issue its owner’s policy of title insurance to the Purchaser. Seller shall furnish such Title Company with appropriate Affidavits and other documents of Seller as it may reasonably require to insure the “gap”.
Gap Closing. Buyer and Seller have delivered to the Title Company a recordable Memorandum of Agreement and Escrow Instructions for Purchase and Sale of Real Property and a Memorandum of Acquisition Agreement (collectively, the “Memoranda”) and a Mutual Termination and Release. The Title Company is hereby authorized and directed to record the Memoranda on May 19, 2008 and to record the Mutual Termination and Release on the Close of Escrow. Buyer and Seller have also delivered to the Title Company an Indemnity Agreement, for the benefit of the Title Company. In connection with its receipt of the Indemnity Agreement and recordation of the Memoranda, the Escrow Holder shall disburse to the Seller the Purchase Price (adjusted as described in Section 2.2) on May 19, 2008, and the Title Company shall insure title to the Property in accordance with the Title Company’s pro forma, which is to be updated as of May 19, 2008.
