Common use of Closing Credit Clause in Contracts

Closing Credit. Notwithstanding the foregoing to the contrary, in the event that the transaction contemplated by this Agreement closes, then Buyer shall either pay directly on the Closing Statement (to the extent such costs have not yet been paid by Seller to the vendors) or if such costs have been paid by Seller to the vendors credit Seller at Closing on the Closing Statement for the cost of (e) above (the “Due Diligence Costs”) for any Property that is purchased by B▇▇▇▇, but in the event that Closing does not occur for a particular Property for any reason other than (1) Seller’s termination of this Agreement due to a default by Buyer pursuant to Section 11.2 of this Agreement (in which case Buyer shall reimburse Seller any Due Diligence Costs, as provided for in Section 11.2 below), (2) a termination of this Agreement by Seller due to a failure of the conditions precedent pursuant to Section 7.7 above (in which case Buyer shall reimburse Seller any Due Diligence Costs with respect to the applicable Property, as provided for in Section 7.7 above), or (3) Buyer’s termination of any Property prior to the expiration of the Inspection Date for any reason other than a Material Diligence Matter (in which case Buyer shall reimburse Seller any Due Diligence Costs with respect to the applicable property, as provided for in Section 7.3 above), then Seller shall remain responsible for such Due Diligence Costs for such terminated Properties, up to an aggregate amount of the Reimbursement. If the conditions precedent set forth in Section 7.5 above have been satisfied but the transaction does not close as a result of a default by Buyer pursuant to Section 11.2 below, then Buyer shall reimburse Seller any Due Diligence Costs incurred by Seller hereunder. If the conditions precedent set forth in Section 7.6 above have been satisfied, but the transaction does not close as a result of a default by Seller pursuant to Section 11.1 below, then Seller shall receive a credit against the Reimbursement to be paid by Seller to Buyer pursuant to Section 11.1 below for any such Due Diligence Costs paid by S▇▇▇▇▇ and not reimbursed by Buyer to Seller hereunder. If such Due Diligence Costs are in excess of the amount of the Reimbursement, then Buyer shall pay such excess to Seller within ten (10) business days after the date of the termination of this Agreement and receipt by Buyer of written request from Seller together with reasonable back up evidence of such expenses paid by Seller.