SETTLEMENT, AND PURCHASER'S ACQUISITION OF SUCH
FUNDS SHALL NOT BE A CONTINGENCY TO THE CLOSING.
ARTICLE V
CLOSING
5.1
CLOSING DATE.
THE CLOSING SHALL OCCUR ON OR BEFORE THE DATE
WHICH IS THIRTY (30) DAYS AFTER THE EXPIRATION OF THE FEASIBILITY PERIOD (THE
"CLOSING DATE") THROUGH AN ESCROW WITH ESCROW AGENT, WHEREBY SELLER, PURCHASER
AND THEIR ATTORNEYS NEED NOT BE PHYSICALLY PRESENT AT THE CLOSING AND MAY
DELIVER DOCUMENTS BY OVERNIGHT AIR COURIER OR OTHER MEANS; PROVIDED, HOWEVER,
THAT IN THE EVENT PURCHASER ELECTS TO CLOSE ON A DATE THAT IS PRIOR TO THE
CLOSING DATE SPECIFIED ABOVE, WITHIN TEN (10) BUSINESS DAYS OF ANY SUCH ADJUSTED
CLOSING DATE PROPOSED BY PURCHASER, PURCHASER SHALL GIVE SELLER PRIOR WRITTEN
NOTICE OF SUCH ELECTION SO THAT SELLER MAY PROPERLY NOTIFY LENDER IN CONNECTION
WITH THE LOAN PAYOFF, AND SELLER'S OBLIGATION TO CLOSE ON SUCH ADJUSTED CLOSING
DATE SHALL BE SUBJECT TO LENDER'S AND LENDER'S SERVICER'S ABILITY TO ACCOMMODATE
THE SAME.
PROVIDED THAT PURCHASER IS NOT IN DEFAULT UNDER THE TERMS OF THIS
CONTRACT, PURCHASER SHALL BE PERMITTED TO EXTEND THE CLOSING DATE TO DECEMBER
30, 2008 BY (I) DELIVERING WRITTEN NOTICE TO SELLER NO LATER THAN FIVE (5) DAYS
PRIOR TO THE SCHEDULED CLOSING DATE, AND (II) SIMULTANEOUSLY WITH SUCH NOTICE TO
SELLER, DELIVERING TO ESCROW AGENT THE AMOUNT OF $50,000.00, WHICH AMOUNT WHEN
RECEIVED BY ESCROW AGENT SHALL BE ADDED TO AND BECOME A PART OF THE DEPOSIT
HEREUNDER AND SHALL BE HELD, CREDITED AND DISBURSED IN THE SAME MANNER AS
PROVIDED IN THIS CONTRACT WITH RESPECT TO THE DEPOSIT.
5.2
SELLER CLOSING DELIVERIES.
NO LATER THAN 1 BUSINESS DAY PRIOR
TO THE CLOSING DATE, SELLER SHALL, WITH RESPECT TO THE PROPERTY TO BE CONVEYED
BY SELLER HEREUNDER, DELIVER TO ESCROW AGENT, EACH OF THE FOLLOWING ITEMS:
5.2.1
A SIGNED SPECIAL WARRANTY DEED (THE "DEED") IN THE FORM ATTACHED AS
EXHIBIT B TO PURCHASER, SUBJECT TO THE PERMITTED EXCEPTIONS.
5.2.2
A SIGNED BILL OF SALE IN THE FORM ATTACHED AS EXHIBIT C.
5.2.3
A SIGNED GENERAL ASSIGNMENT IN THE FORM ATTACHED AS EXHIBIT D, (THE
"GENERAL ASSIGNMENT").
5.2.4
A SIGNED ASSIGNMENT OF LEASES AND SECURITY DEPOSITS IN THE FORM
ATTACHED AS EXHIBIT E, (THE "LEASES ASSIGNMENT").
5.2.5
A LETTER IN THE FORM ATTACHED HERETO AS EXHIBIT F PREPARED AND
SIGNED BY SELLER TO EACH OF THE VENDORS UNDER THE TERMINATED CONTRACTS INFORMING
THEM OF THE TERMINATION OF SUCH TERMINATED CONTRACT AS OF THE CLOSING DATE
(SUBJECT TO ANY DELAY IN THE EFFECTIVENESS OF SUCH TERMINATION PURSUANT TO THE
EXPRESS TERMS OF EACH APPLICABLE TERMINATED CONTRACT) (THE "VENDOR
TERMINATIONS").
5.2.6
A CLOSING STATEMENT EXECUTED BY SELLER.
5.2.7
A SIGNED TITLE AFFIDAVIT OR AT SELLER'S OPTION AN INDEMNITY, AS
APPLICABLE, IN THE CUSTOMARY FORM REASONABLY ACCEPTABLE TO SELLER TO ENABLE
TITLE INSURER TO DELETE THE STANDARD EXCEPTIONS TO THE TITLE INSURANCE POLICY
SET FORTH IN THIS CONTRACT (OTHER THAN MATTERS CONSTITUTING ANY PERMITTED
EXCEPTIONS AND MATTERS WHICH ARE TO BE COMPLETED OR PERFORMED POST-CLOSING) TO
BE ISSUED PURSUANT TO THE TITLE COMMITMENT;
5.2.8