ATTORNEYS TO OBTAIN AND RECORD SUCH INSTRUMENTS.
16.3
THE EXISTENCE OF (I) ANY TAXES, ASSESSMENTS,
WATER CHARGES, OR SEWER RENTS REFERRED TO IN SECTION 16.1 HEREOF, OR (II) ANY
OTHER LIENS OR ENCUMBRANCES, SHALL NOT BE DEEMED SUBSEQUENT TITLE OBJECTIONS IF
SELLER ELECTS TO PROCEED PURSUANT TO THE PROVISIONS OF SECTION 16.2 HEREOF,
PROVIDED THAT SELLER COMPLIES WITH THE REQUIREMENTS SET FORTH IN SECTIONS 16.1
AND 16.2 HEREOF.
16.4
IF SELLER REQUESTS WITHIN A REASONABLE TIME PRIOR
TO THE CLOSING DATE, PURCHASER AGREES TO PROVIDE AT THE CLOSING SEPARATE
CERTIFIED CHECKS OR OFFICIAL CASHIER'S CHECKS, WHICH IN THE AGGREGATE EQUAL THE
AMOUNT OF THE CASH BALANCE, IN ORDER TO FACILITATE THE SATISFACTION OF ANY
UNPAID (AND DUE) REAL ESTATE TAXES, ASSESSMENTS, WATER CHARGES OR SEWER RENTS,
LIENS AND/OR ENCUMBRANCES REFERRED TO IN
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SECTION 16.1, AND, IF SELLER ELECTS TO PROCEED PURSUANT TO THE PROVISIONS OF
SECTION 16.2, THE PAYMENT OF ANY LIENS AND ENCUMBRANCES REFERRED TO THEREIN.
ARTICLE 17
THE CLOSING
17.1
THE CLOSING.
THE SALE AND PURCHASE OF THE
PROPERTY CONTEMPLATED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE
CONSUMMATED AT THE CLOSING.
17.1.1
LOCATION AND DATE OF CLOSING.
SUBJECT TO THE
SATISFACTION OF THE TERMS AND CONDITIONS HEREIN SET FORTH, THE CLOSING SHALL
TAKE PLACE AT 10:00 A.M., ON DECEMBER 15, 2004 (THE "INITIAL CLOSING DATE"), AT
THE OFFICES OF SELLER'S ATTORNEYS, PIPER RUDNICK LLP, 1251 AVENUE OF THE
AMERICAS, NEW YORK, NEW YORK 10020 ("PIPER RUDNICK"), OR, AT PURCHASER'S OPTION,
AT THE OFFICES OF (A) THE LENDING INSTITUTION PROVIDING PURCHASER'S FINANCING
FOR PURCHASER'S PURCHASE OF THE PROPERTY, OR (B) SUCH LENDING INSTITUTION'S
ATTORNEYS, PROVIDED THAT IN EITHER CASE SUCH OFFICES ARE LOCATED IN THE BOROUGH
OF MANHATTAN, NEW YORK CITY AND THE PRE-CLOSING OF THIS TRANSACTION SHALL TAKE
PLACE AT PIPER RUDNICK.
17.1.2
DELIVERY OF DOCUMENTS.
AT THE CLOSING, THE DEED SHALL
BE DELIVERED TO THE PURCHASER UPON SELLER'S RECEIPT OF THE PAYMENTS PROVIDED FOR
IN ARTICLE 2, AND THE DELIVERY OF THE DOCUMENTS REFERRED TO IN SECTION 13.2.
17.2
RIGHT TO ADJOURN; TIME OF ESSENCE.
SUBJECT TO
SELLER'S RIGHT TO ADJOURN THE CLOSING PURSUANT TO SECTION 3.6, EACH OF SELLER
AND PURCHASER SHALL HAVE THE RIGHT TO ADJOURN THE CLOSING TO A DATE ON OR PRIOR
TO DECEMBER 30, 2004, UPON PRIOR WRITTEN NOTICE TO THE OTHER PARTY.
TIME SHALL
BE OF THE ESSENCE FOR PURCHASER TO CLOSE THE PURCHASE OF THE PROPERTY PURSUANT
TO THIS AGREEMENT ON OR PRIOR TO DECEMBER 30, 2004.
THE DATE ON WHICH THE
CLOSING OCCURS IN ACCORDANCE WITH THIS AGREEMENT IS HEREIN CALLED THE "CLOSING
DATE."
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17.3
BUSINESS DAYS. FOR PURPOSES OF THIS AGREEMENT,
THE TERM "BUSINESS DAY" SHALL MEAN ALL DAYS EXCEPT SATURDAYS, SUNDAYS, AND ALL
DAYS OBSERVED BY THE FEDERAL GOVERNMENT OR NEW YORK STATE AS LEGAL HOLIDAYS.
ARTICLE 18
NOTICES
Except as otherwise provided in this Agreement, any and all notices, elections,
demands, requests and responses permitted or required to be given pursuant to
this Agreement shall be in writing, signed