Common use of Closing of Title Clause in Contracts

Closing of Title. 10.1 Title shall be closed at Seller's offices, the office of Seller's attorney or at other such location as Seller may designate. The actual closing date ("Closing Date") is estimated to be the "on or about" date set forth on the cover sheet of this Agreement. The actual Closing Date may differ from the "on or about" date due to delays caused by Seller's contractors or subcontractors, inclement weather, labor disputes, utility hook-ups, suppliers of materials to Seller, governmental regulation, or shortage of labor and/or materials. Seller shall, in Seller's sole discretion, determine the Closing Date based on when the permanent certificate of occupancy or temporary certificate of occupancy is issued for the Property. If the dwelling to be erected on the Property is not complete and ready for occupancy on the "on or about" date estimated for closing of title, Purchaser will accept the deed and pay the consideration on the date when the Property is completed and is ready for occupancy, without abatement, i.e. reduction in the purchase price, subject to the provisions of Paragraph 24 of this Agreement. Closing shall occur at least ten (10) business days after the date of written notice (which may be by regular mail) from Seller to Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipality, time being of the essence as to the Purchaser's obligation to close. "Time Being of the Essence" means that if the Purchaser does not close within the required time period, the Purchaser will not have the right to extend the closing date and shall be deemed to be in default. Seller shall designate in the written notice the time and place of closing. If Seller is ready to close on this date and if Purchaser fails to close at the date, time and place specified by Seller, Seller shall have the option of either declaring this Agreement in default pursuant to Paragraph 18 or charging Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on the fifth business day after the closing date set forth in the written notice from Seller until, and including, the date of actual title closing. This sum of seventy-five ($75.00) dollars per day is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due to Purchaser's delay in closing of title are not measurable. This sum shall be due and payable in full at closing and shall not exceed ten percent (10%) of the Purchase Price. 10.2 If Purchaser or Purchaser's mortgagee requires that the closing of title be held other than at the offices of Seller or Seller's attorney, Purchaser shall reimburse Seller at closing for Seller's attorney's fees incurred not to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney to prepare additional documents, such as a RESPA statement, or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollars. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by Purchaser for the storage of household goods or temporary lodging and shelter. In no event shall Purchaser be permitted to make time of the essence for the closing and any such notice shall be without any force and effect. Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of closing, and/or delay in Purchaser taking occupancy of or title to the Property. If at time of closing there is work not yet completed on the Property, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the work, and that inclusion of such items on a "walk-through" list will be sufficient. This provision shall survive the delivery of the deed.

Closing of Title. 10.1 Title a. The Escrow Agent shall act as closing or settlement agent and the Closing of title shall be closed held at Seller's officesthe Escrow Agents Manhattan offices upon notice delivered to Seller no later than June 28, 2011, Purchaser shall be entitled to a one time five (5) day adjournment of the Time of the Essence Closing Date to July 5, 2011. TIME BEING OF THE ESSENCE THEREFORE (the “Adjourned Time of the Essence Closing Date“) provided Purchaser increases the Down Payment held by the Escrow Agent by an additional $125,000.00 (the “Additional Deposit“). Collectively, the office of Seller's attorney or at other such location Down Payment and the Additional Deposit shall be refereed to as Seller may designate. The actual closing date the Down Payment on June 30, 2011 ("the “Closing Date") “), TIME BEING OF THE ESSENCE WITH REGARD TO PURCHASER‘S OBLIGATION TO CLOSE BY SAID DATE (the “Time of the Essence Closing Date“). b. At the Closing, Seller shall deliver to Purchaser or Escrow Agent a bargain and sale deed with covenants against grantor‘s acts, transferring ownership of the Unit and the undivided interest in the Common Elements appurtenant thereto to Purchaser. This deed, which is estimated to be in the "on or about" date form contained in the Plan, will be executed and acknowledged by Seller and Purchaser in form for recording. It will provide Purchaser with good and marketable, fee simple title to the Unit, free and clear of all liens and encumbrances other than the Permitted Exception as set forth on in Section 16 of the cover sheet Plan, entitled “Terms of this Agreement. The actual Closing Date Sale“, as amended, and/or in the Declaration of Condominium. c. Seller shall also deliver to Purchaser or Escrow Agent an affidavit that it is not a “foreign person“ as required under the Internal Revenue Code of 1986, as amended (the “Code“), and Seller and Purchaser shall each execute, acknowledge and deliver to the other party such instruments as may differ from be reasonably required to comply with Section 1445 of the "on or about" date due to delays caused by Seller's contractors or subcontractors, inclement weather, labor disputes, utility hook-ups, suppliers of materials to Seller, governmental regulationCode, or shortage any successor provision or any regulations promulgated thereunder, insofar as the same requires reporting of labor and/or materials. Seller shall, information in Seller's sole discretion, determine respect of real estate transactions. d. At the Closing Date based on when the permanent certificate of occupancy or temporary certificate of occupancy is issued for the Property. If the dwelling to be erected on the Property is not complete and ready for occupancy on the "on or about" date estimated for closing of title, Seller shall deliver to Purchaser will accept or Escrow Agent an original copy of the deed agreement of lease dated as of ____, 2008 between Seller as Landlord, and pay Regal Car Park, LLC, as Tenant (the consideration on the date when the Property is completed “Space Lease“), including any amendments, guaranties, and is ready for occupancy, without abatement, i.e. reduction in the purchase price, subject any other documents which pertain to the provisions of Paragraph 24 of this Agreement. Closing shall occur at least ten Space Lease, to the extent same are in Seller‘s possession, as well as a signed notice to Regal Car Park, LLC (10the “Space Tenant“) business days after the date of written notice (which may be by regular mail) from Seller to Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipality, time being advising it of the essence as to the Purchaser's obligation to close. "Time Being sale of the Essence" means that if the Unit and directing Space Tenant where to send all future rent and notices Purchaser does not close within the required time period, the Purchaser will not have the right to extend the closing date shall pay twenty (20%) percent of all N▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ transfer taxes due in connection with this transaction and shall be deemed to be in default. Seller shall designate in the written notice the time pay eighty (80%) percent of all such transfer taxes due, In addition, Purchaser shall pay any financing costs incurred or charged by Purchaser‘s lender, title charges and place of closing. If Seller is ready to close on this date insurance premiums, and if Purchaser fails to close at the dateclosing costs, time escrows and place specified by Seller, Seller shall have the option of either declaring this Agreement in default pursuant to Paragraph 18 or charging Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on the fifth business day after the closing date expenses set forth in Section 18 of the written notice from Plan except as otherwise provided herein. At the Closing, Purchaser and Seller untilshall execute and deliver a New York City Real Property Transfer Tax Return, New York State Form TP-584, (Combined Real Estate Transfer ‘fax Return and Credit Line Mortgage Certificate), the New York State Real Property Transfer Report, affidavit of non-multiple dwelling, and includingany other documents required by the government and prepared by the Seller. Real estate taxes and assessments, Common Charges and accrued rent and other charges paid pursuant to the date Space Lease for the period past Closing will be adjusted as of actual title closingthe Closing. This sum of seventy-five ($75.00) dollars per day is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due to Purchaser's delay Any errors or omissions in closing of title are not measurable. This sum computing adjustments at the Closing shall be due and payable in full at closing and shall not exceed ten percent (10%) of the Purchase Price. 10.2 If Purchaser or Purchaser's mortgagee requires that the closing of title be held other than at the offices of Seller or Seller's attorney, Purchaser shall reimburse Seller at closing for Seller's attorney's fees incurred not to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney to prepare additional documents, such as a RESPA statement, or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollars. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by Purchaser for the storage of household goods or temporary lodging and shelter. In no event shall Purchaser be permitted to make time of the essence for the closing and any such notice shall be without any force and effect. Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of corrected post closing, and/or delay in Purchaser taking occupancy of or title to the Property. If at time of closing there is work not yet completed on the Property, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the work, and that inclusion of such items on a "walk-through" list will be sufficient. This provision shall survive the delivery of the deed.. To the extent that Seller receives any rents under the Space Lease after the Closing, the same shall be applied in the following order of priority:(i) First, to the calendar month in which the Closing occurred;(ii) Second, to any calendar month or months following the calendar month in which the Closing occurred until the Space Tenant, under the Space Lease, is current on rents and charges; and

Closing of Title. 10.1 Title The closing of title ("Closing") shall be closed held at Seller's officessuch place as the parties shall mutually agree at a mutually agreeable date and time but in no event later than July 1, 2001 (the office of Seller's attorney or at other such location as Seller may designate. The actual closing date ("Closing Date") is estimated to be the "on or about" date set forth on the cover sheet of this Agreement). The actual Closing Date may differ from the "on or about" date due to delays caused by Seller's contractors or subcontractors, inclement weather, labor disputes, utility hook-ups, suppliers of materials to Seller, governmental regulation, or shortage of labor and/or materials. following actions shall take place at Closing: (a) Seller shall, in Seller's sole discretion, determine the Closing Date based on when the permanent certificate of occupancy or temporary certificate of occupancy is issued for the Property. If the dwelling to be erected on the Property is not complete and ready for occupancy on the "on or about" date estimated for closing of title, Purchaser will accept the deed and pay the consideration on the date when the Property is completed and is ready for occupancy, without abatement, i.e. reduction in the purchase price, subject to the provisions of Paragraph 24 of this Agreement. Closing shall occur at least ten (10) business days after the date of written notice (which may be by regular mail) from Seller deliver to Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipalitySpecial Warranty Deed, time being of the essence properly executed in proper form for recording so as to convey the Purchaser's obligation title required by this Contract; (b) Purchaser shall pay to close. "Time Being of Seller the Essence" means that if the Purchaser does not close within the required time period, the Purchaser will not have the right to extend the closing date and shall be deemed to be in default. Seller shall designate in the written notice the time and place of closing. If Seller is ready to close on this date and if Purchaser fails to close at the date, time and place specified by Seller, Seller shall have the option of either declaring this Agreement in default pursuant to Paragraph 18 or charging Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on the fifth business day after the closing date set forth in the written notice from Seller until, and including, the date of actual title closing. This sum of seventy-five ($75.00) dollars per day is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due to Purchaser's delay in closing of title are not measurable. This sum shall be due and payable in full at closing and shall not exceed ten percent (10%) balance of the Purchase Price, as provided in Paragraph 2 of this Contract; (c) Apportionments shall be made pursuant to Paragraph 12 hereof; (d) Seller shall pay all applicable real property transfer taxes customarily paid by sellers; (e) Purchaser shall cause the deed to be recorded, duly complete all required real property transfer returns and cause all such returns and checks in payment of such taxes to be delivered to the appropriate officers promptly after the Closing; (f) Seller and Purchaser shall each deliver to the other a consent of partners, board resolutions or other appropriate evidence of authority to enter into the transactions described herein; and (g) Seller shall assign to Purchaser and Purchaser shall assume all Leases and security deposits held in connection therewith and all security deposits, if any, shall be transferred to Purchaser; and (h) Purchaser shall deliver to Seller an agreement indemnifying and agreeing to defend Seller against any claims made by tenants with respect to tenants' security deposits to the extent assigned to Purchaser and claims by real estate brokers with respect to claims arising from renewals, expansions or other modifications or new leases entered into after the Closing Date. 10.2 If Purchaser or Purchaser(i) Seller shall pay the premium for an ALTA Owner's mortgagee requires that Policy of Title Insurance insuring title in the closing name of title be held other than at the offices of Seller or Seller's attorney, Purchaser shall reimburse Seller at closing for Seller's attorney's fees incurred not to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney subject to prepare additional documentsall exceptions provided for hereunder, such as in a RESPA statement, or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollars. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by Purchaser for the storage of household goods or temporary lodging and shelter. In no event shall Purchaser be permitted to make time of the essence for the closing and any such notice shall be without any force and effect. Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of closing, and/or delay in Purchaser taking occupancy of or title policy amount equal to the Property. If at time of closing there is work not yet completed on the Property, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the work, and that inclusion of such items on a "walk-through" list will be sufficient. This provision shall survive the delivery of the deedPurchase Price.

Closing of Title. 10.1 Title The closing of title ("Closing") shall be closed held at Seller's officesthe offices of the Escrow Agent, or such other place as the office of Seller's attorney or parties shall mutually agree at other such location as Seller may designate. The actual closing a mutually agreeable date and time within thirty (30) days after the Financing Contingency Expiration (the "Closing Date") is estimated ), except as may be extended for financing or for repair of damage or destruction pursuant to be the "on or about" date set forth on the cover sheet of this Agreementterms herein contained. The actual Closing Date may differ from following actions shall take place at Closing: (a) Seller shall deliver to Purchaser a special warranty deed, properly executed in proper form for recording so as to convey the "on or about" date due title required by this Contract and will cause the Title Company to delays caused by Sellerdeliver to Purchaser an ALTA Owner's contractors or subcontractors, inclement weather, labor disputes, utility hook-ups, suppliers Policy of materials to Seller, governmental regulation, or shortage of labor and/or materials. Seller shall, in Seller's sole discretion, determine the Closing Date based on when the permanent certificate of occupancy or temporary certificate of occupancy is issued for the Property. If the dwelling to be erected on the Property is not complete and ready for occupancy on the "on or about" date estimated for closing of title, Purchaser will accept the deed and pay the consideration on the date when the Property is completed and is ready for occupancy, without abatement, i.e. reduction in the purchase price, subject title insurance insuring marketable title to the provisions of Paragraph 24 of this Agreement. Closing shall occur at least ten (10) business days after the date of written notice (which may be by regular mail) from Seller to Premises in Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipality, time being of the essence as to the Purchaser's obligation to close. "Time Being of the Essence" means that if the Purchaser does not close within the required time period, the Purchaser will not have the right to extend the closing date and shall be deemed to be in default. Seller shall designate in the written notice the time and place of closing. If Seller is ready to close on this date and if Purchaser fails to close at the date, time and place specified by Seller, Seller shall have the option of either declaring this Agreement in default pursuant to Paragraph 18 or charging Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on the fifth business day after the closing date set forth in the written notice from Seller until, and including, the date of actual title closing. This sum of seventy-five ($75.00) dollars per day is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due subject only to Purchaser's delay in closing of title are not measurable. This sum acquisition financing, the usual preprinted exceptions, and the Permitted Exceptions, at Purchaser's expense; (b) Purchaser shall be due and payable in full at closing and shall not exceed ten percent (10%) pay to Seller the balance of the Purchase Price., as provided in Paragraph 2 of this Contract and Escrow Agent shall release the ▇▇▇▇▇▇▇ Money to Seller (along with the balance of the Purchase Price if paid by Purchaser to Escrow Agent); 10.2 If (c) Apportionments shall be made pursuant to Paragraph 13 hereof and Seller and Purchaser shall each pay closing costs as is customary for commercial transactions in Salt Lake City, Utah, except as may be explicitly provided otherwise herein; (d) Purchaser shall cause the deed to be recorded; (e) Seller and Purchaser shall each deliver to the other a consent of partners, board resolutions or Purchaser's mortgagee requires that other appropriate evidence of authority to enter into the closing transactions described herein; and (f) Seller shall deliver the original Leases, licenses, and occupancy agreements to Purchaser and shall assign to Purchaser all Leases and security deposits held in connection therewith and Purchaser shall assume all of title be held other than at the offices obligations of Seller or Seller's attorney, that are to be performed under the Leases following the Closing; and (g) Purchaser shall reimburse deliver to Seller at closing an agreement indemnifying and agreeing to defend Seller against any claims made by tenants with respect to tenants' security deposits to the extent assigned to Purchaser and claims by real estate brokers (except for claims by affiliates of Seller's attorney's fees incurred not to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney to prepare additional documents, such as a RESPA statementBrentway Management LLC and Cedar Bay Realty Advisors, Inc.) with respect to claims arising from renewals, expansions or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollarsother modifications or new leases entered into after the Closing Date. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by Purchaser for the storage of household goods or temporary lodging and shelter. In no event shall Purchaser be permitted to make time of the essence for the closing and any such notice shall be without any force and effect. Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of closing, and/or delay in Purchaser taking occupancy of or title to the Property. If at time of closing there is work not yet completed on the Property, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the work, and that inclusion of such items on a "walk-through" list will be sufficient. This provision shall survive the delivery of the deed.

Closing of Title. 10.1 Title Section 11.01 Purchaser and Seller understand and agree that the Closing, and the payment and/or performance of the obligations of the parties herein elsewhere provided shall occur, on such date (the “Closing Date”), which shall be closed at Seller's offices, the office later of Seller's attorney or at other such location as Seller may designate. The actual closing date ("Closing Date"i) is estimated to be the "on or about" date set forth on about thirty (30) days from the cover sheet first business day after Seller provides notice, via overnight delivery service or via e-mail to Purchaser of Seller vacating property, but in no event later than one hundred eighty (180) days from execution of this Agreement, or (ii) on or about thirty (30) days from the first business day after Seller provides notice, via overnight delivery service or via e-mail to Purchaser’s attorney, that Seller has obtained the Approvals. The actual Closing shall take place at the New York City office of the attorney for Seller (1385 ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) or at such offices as may be mutually agreed upon by counsel for the parties; provided however, the Closing Date may differ from be extended by Seller, pursuant to Section 8.03. Section 11.02 Purchaser acknowledges and agrees that “TIME IS OF THE ESSENCE” as to its obligation to close title in accordance with this Article. In the "event that closing of title does not take place on or about" date due before said Closing Date, without fault of Seller or request of Seller to delays caused by Seller's contractors or subcontractorsadjourn Closing to afford it reasonable time to satisfy its obligations hereunder to cure and correct any of the matters herein for which it is so obligated, inclement weather, labor disputes, utility hook-ups, suppliers which rights of materials to adjournment are hereby acknowledged in Seller, governmental regulation, or shortage of labor and/or materials. Seller shall, in Seller's sole discretion, determine the Closing Date based on when the permanent certificate of occupancy or temporary certificate of occupancy is issued for the Property. If the dwelling to be erected on the Property is not complete and ready for occupancy on the "on or about" date estimated for closing of title, Purchaser will accept the deed and pay the consideration on the date when the Property is completed and is ready for occupancy, without abatement, i.e. reduction in the purchase priceevent Purchaser shall otherwise be in default of its contractual obligations hereunder, subject to the provisions of Paragraph 24 of this Agreement. Closing shall occur at least ten (10) business days after the date of written notice (which may be by regular mail) from Seller to Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipality, time being and in recognition of the essence as to substantial detriment, damage and expense which Seller will suffer and the Purchaser's obligation to close. "Time Being of the Essence" means that if the Purchaser does not close within the required time perioddifficulty in computing such detriment, the Purchaser will not have the right to extend the closing date damage, and shall be deemed to be expense, then and in default. Seller shall designate in the written notice the time and place of closing. If Seller is ready to close on this date and if Purchaser fails to close at the date, time and place specified by Sellersuch event, Seller shall have the option of either declaring absolute and unconditional right as Seller’s sole and exclusive remedy to retain the Deposit, as and for Seller’s liquidated damages, such sum being agreed to be fair and reasonable, whereupon this Agreement shall be canceled, with neither party having any further rights and/or obligations as to the other, except those herein by their terms to survive closing and/or termination hereof, and Purchaser renounces, waives and relinquishes any claim or right of whatever kind or nature, in default pursuant law or equity, that it might have to Paragraph 18 a return of said sum or charging any portion thereof, or any defense to its obligation to pay same, Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on acknowledges that but for the fifth business day after the closing date set forth provisions hereof, Seller would not enter this Agreement. Purchaser further agrees that in the written notice from Seller untilevent it should assert any claim for the return or defense against the payment of the aforesaid sum, or any part thereof, or interpose an answer, defense, or make any motion in opposition to ▇▇▇▇▇▇’s claim for such relief, and including, the date of actual title closing. This sum of seventy-five ($75.00) dollars per day such claim is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due to Purchaser's delay in closing of title are not measurable. This sum shall be due and payable in full at closing and shall not exceed ten percent (10%) of the Purchase Price. 10.2 If Purchaser or Purchaser's mortgagee requires that the closing of title be held other than at the offices of Seller or Seller's attorneyunsuccessful, Purchaser shall reimburse Seller at closing for Seller's attorney's fees incurred not be liable to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney to prepare additional documents, such as a RESPA statement, or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for all costs and expenses incurred by Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollars. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by reasonable attorneys’ fees, in defense of said claim. Section 11.03 Except as otherwise expressly provided herein, whether or not the transactions contemplated hereunder are completed, Seller and Purchaser each shall be responsible for the storage payment of household goods or temporary lodging their respective closing expenses and shelterexpenses in negotiating and carrying out their respective obligations under this Agreement, including, but not limited to, the costs of counsel and all other expenses relating to this Agreement. In no event Purchaser shall Purchaser be permitted to make time solely responsible for all of the essence for the closing costs of title insurance (including, but not limited to, document recording charges, recording taxes imposed upon a purchaser of an interest in real estate by law, and transfer taxes, if any, imposed upon a purchaser of an interest in real estate by law) and any such notice shall be without any force other ancillary title related expenses required by law and effect. customarily imposed on Purchasers of commercial properties in Suffolk County, State of New York which Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of closing, and/or delay in Purchaser taking occupancy of or title elects to the Property. If at time of closing there is work not yet completed on the Property, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the work, and that inclusion of such items on a "walk-through" list will be sufficient. This provision shall survive the delivery of the deedobtain.

Closing of Title. 10.1 Title 8.1 The consummation of the sale and purchase herein contemplated (the “Closing”) shall be closed at Seller's officestake place by mail escrow, within thirty (30) days following the Approvals Period (the “Closing Date”). 8.2 On the Closing Date, the office of Seller's attorney or at other such location as Seller may designate. The actual closing date ("Closing Date") is estimated to be shall deliver the "on or about" date set forth on the cover sheet of this Agreement. The actual Closing Date may differ from the "on or about" date due to delays caused by Seller's contractors or subcontractors, inclement weather, labor disputes, utility hook-ups, suppliers of materials to Seller, governmental regulation, or shortage of labor and/or materials. Seller shallfollowing: a. A fully and properly executed bargain and sale deed with covenants against ▇▇▇▇▇▇▇’s acts, in Seller's sole discretion, determine the Closing Date based on when the permanent certificate of occupancy or temporary certificate of occupancy is issued for the Property. If the dwelling recordable form to be erected on the Property is not complete and ready for occupancy on the "on or about" date estimated for closing of title, Purchaser will accept the deed and pay the consideration on the date when the Property is completed and is ready for occupancy, without abatement, i.e. reduction in the purchase price, subject to the provisions of Paragraph 24 of this Agreement. Closing shall occur at least ten (10) business days after the date of written notice (which may be by regular mail) from Seller to Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipality, time being of the essence as to the Purchaser's obligation to close. "Time Being of the Essence" means that if the Purchaser does not close within the required time period, the Purchaser will not have the right to extend the closing date and shall be deemed to be in default. Seller shall designate in the written notice the time and place of closing. If Seller is ready to close on this date and if Purchaser fails to close at the date, time and place specified by Seller, Seller shall have the option of either declaring this Agreement in default pursuant to Paragraph 18 or charging Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on the fifth business day after the closing date set forth in the written notice from Seller until, and including, the date of actual title closing. This sum of seventy-five ($75.00) dollars per day is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due to Purchaser's delay in closing of title are not measurable. This sum shall be due and payable in full at closing and shall not exceed ten percent (10%) of the Purchase Price. 10.2 If Purchaser or Purchaser's mortgagee requires that the closing of title be held other than at the offices of Seller or Seller's attorney, Purchaser shall reimburse Seller at closing for Seller's attorney's fees incurred not to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney to prepare additional documents, such as a RESPA statement, or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollars. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by Purchaser for the storage of household goods or temporary lodging and shelter. In no event shall Purchaser be permitted to make time of the essence for the closing and any such notice shall be without any force and effect. Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of closing, and/or delay in Purchaser taking occupancy of or convey title to the Property. If at time ; b. An executed Affidavit of Title in form and substance reasonably acceptable to the Buyer and its Title Company; c. An Internal Revenue Code Section 1445 Affidavit (FIRPTA); d. Closing Statement executed by ▇▇▇▇▇▇; e. Resolution approving this transaction and authorizing officers of Seller to take such acts and to execute and deliver such documents as are needed to effectuate same; f. A properly completed and executed Affidavit of Consideration or Exemption, and a Seller’s Residency Certification / Exemption; g. An executed 1099-S; h. Any other necessary documents reasonably required by the Buyer, its attorney, or the Title Company; 8.3 On the Closing Date, the Buyer shall deliver the following: a. A properly completed and executed Affidavit of Consideration or Exemption, if applicable; b. Closing Statement executed by ▇▇▇▇▇; c. Declaration of Covenants and Restrictions executed by ▇▇▇▇▇; and d. Any other necessary documents reasonably required by its Title Company. 8.4 Closing Costs shall be allocated between the Buyer and the Seller as follows: a. The Buyer shall pay the following closing there is work not yet completed on the Propertycosts: (i) all premiums and charges, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the workTitle Company for the Title Commitment and the pro forma Owner’s Title Policy (including any endorsements requested by the Buyer) and all closing charges of the Title Company, (ii) the cost of the Survey, (iii) all recording and filing charges in connection with the instrument by which the Seller conveys the Properties, (iv) all fees due its attorneys and all costs of the Buyer’s due diligence, including fees due its consultants, and that inclusion of such items on a "walk(v) real property transfer taxes owed by the Seller pursuant to N.J.S.A. 46:15-through" list will 5 et seq., if any. b. The Seller shall pay the following closing costs: all fees due its attorneys, which may be sufficient. This provision shall survive paid from the delivery Escrow in accordance with Section 6.4 of the deedRedevelopment Agreement.

Closing of Title. 10.1 Title (a) Provided all contingencies contained herein, as well as the deliveries required from the Seller hereunder are satisfied or otherwise waived, the closing of title (the "Closing") to the Property shall be closed take place on or about the Closing Date at the offices of Seller in Lyndhurst, New Jersey or at the offices of lender's counsel, or any other mutually agreed upon location by the parties. (b) The following events shall take place at the Closing: (i) The Seller shall deliver to the Purchaser the Property in compliance with the title requirements set forth in this Agreement, together with the delivery of: (A) the customary New Jersey form of bargain and sale deed with covenants, duly executed and acknowledged, conveying to the Purchaser all of the Seller's officesright, title and interest in and to the Property; (B) the customary New Jersey form of affidavit of title, identifying the nature of the Seller's right, title and interest in and to the Property; (C) an assignment, acceptable in form and substance to Purchaser, of all fully executed and delivered lease agreements (or agreements of similar import) pertaining to any and all tenants or occupants of the Property; (D) an assignment, acceptable in form and substance to Purchaser, of the Promissory Note between the Seller and American Tissue Corporation ("ATC"), pursuant to which Seller shall reserve its right to legal and administrative remedies against ATC, except that Seller shall not institute any proceeding to dispossess ATC from the premises it currently occupies without the prior approval of Purchaser, and Purchaser shall collect all monies due and owning under such Promissory Note and shall remit all payments collected thereunder to Seller within 5 days of receipt; (E) the originals or certified copies of all service, management, maintenance, brokerage and related agreements, if any, relating to the ownership, use and operation of the Property as set forth in Exhibit D; (F) assignments or terminations, as determined by Purchaser, acceptable in form and substance to Purchaser of all of the agreements referenced in subparagraph (E), above; (G) an assignment, acceptable in form and substance to Purchaser, of all permits, approvals, licenses, guarantees and warranties relating to the ownership, use and operation of the Property, to the extent any of the foregoing are assignable or transferable by Seller to Purchaser, and where applicable, the office originals thereof; (H) evidence of the existence, organization and authority of the Seller and the authority of the person(s) executing documents on behalf of the Seller reasonably satisfactory to the Purchaser and its title insurer; (I) a certification that the Seller is not a "Foreign Person" for purposes of Section 1445 of the Internal Revenue Code of 1986, as amended; (J) Internal Revenue Service Form 1099; (K) letter signed by Seller in form and substance acceptable to Purchaser addressed to all vendors and suppliers to the Property advising them of the sale, assignment and conveyance of the Property to Purchaser; (L) a ▇▇▇▇ of sale and assignment acceptable in form and substance to Purchaser of all of Seller's attorney right, title and interest in and to all personal property located at or used in connection with the Property which are covered by this Agreement, if any; (M) access to all documents, reports, studies, orders and other relevant information pertaining to the status of the Property with regard to the New Jersey Industrial Site Recovery Act; and (N) letters of attornment to all tenants including advice of disposition of security deposits; (O) tenant estoppel certificates in the form attached as Exhibit E from American Tissue Corporation, Rose Art Industries, Inc., ▇▇▇▇▇▇▇▇ Plastics, Inc., Springfield Precision Instruments, Inc., and Fabrite Laminating Corporation as well as estoppel certificates from at other such location as Seller may designate. The actual closing least seventy percent (70%) of the remaining tenants currently occupying the Property; (P) Seller's estoppel certificate for the period between the effective date ("of any tenant estoppel certificate and the Closing Date"; (Q) is estimated an executed Environmental Indemnification Agreement substantially in the form attached hereto as Exhibit F; (R) a letter from the New Jersey Department of Environmental Protection approving the sale of the Property without imposing upon Purchaser any financial obligation but subject to be the "on or about" date continuing obligation and indemnification of Seller as set forth on in Exhibits F and I; (S) the cover sheet security deposit accounts and all original Tenant Letters of Credit, and all documentation necessary to transfer and assign such Letters of Credit and security deposits to the Purchaser; and (T) such other and further documents as may be reasonably requested by the Purchaser or its title insurer, as necessary, to effectuate the Closing. (ii) The Purchaser shall deliver to the Seller: (A) the balance of the Purchase Price (as adjusted pursuant to the provisions of this Agreement. The actual Closing Date may differ from the "on or about" date due to delays caused by Seller's contractors or subcontractors); (B) an indemnification agreement, inclement weather, labor disputes, utility hook-ups, suppliers of materials acceptable in form and substance to Seller, governmental regulationholding the Seller harmless from claims of tenants regarding security deposits; (C) a standard lease acceptable in form and substance to Seller, in the form generally utilized by the Seller in connection with other tenant leases at the Property, for the approximately 3,000 square feet of space currently occupied by the Seller, at a net rent of $1.00 per annum, for a period of six months; and (D) such other and further documents as may be reasonably requested by the Seller to effectuate the Closing. All documents to be delivered by the Seller or the Purchaser at Closing shall be reasonably acceptable to the Seller and the Purchaser. (c) Real estate taxes, sewer charges and water rents, or shortage payment in lieu of labor and/or materials. Seller shalltaxes, in Seller's sole discretionif applicable and if any, determine assessed against the Property, shall be apportioned as of the Closing Date based on when Date; (d) The Seller shall pay any and all real property transfer taxes imposed in connection with the permanent certificate assignment and conveyance of occupancy the Property (including, without limitation, the New Jersey Realty Transfer Fee); and (e) The Escrowee shall deliver the Deposit with all accrued interest to the Seller. (f) Rents and additional charges (including, but not by way of limitation, CPI or temporary certificate other similar increases, tax, insurance and electricity charges) shall be apportioned as of occupancy is issued the Closing Date. To the extent rents and additional charges cannot be determined as of the Closing Date, the amount of such additional charges for the Property. If the dwelling to be erected period ending on the Property is not complete Closing Date, and ready for occupancy all accounting showing the calculations thereof, shall be turned over to Seller by Purchaser (or vice versa, if Seller has been collecting same from tenant on a monthly basis). Thereafter, (i) if Seller has received greater than its appropriate portion as so determined by this Article, Seller shall remit the "on excess to Purchaser upon receipt of the aforesaid calculations and payment by tenants or about" date estimated for closing of title(ii) if Seller has received less than its appropriate portion as so determined, Purchaser will accept shall remit such shortfall to Seller at the deed time of the delivery of such calculations and pay the consideration on the date payment by tenants immediately upon computation thereof and adjusted between Seller and Purchaser if and when the Property is completed and is ready for occupancy, without abatement, i.e. reduction in the purchase pricereceived, subject to the provisions of Paragraph 24 the immediately following sentence. At the Closing, no "Delinquent Rents" (rents or other charges that are due as of this Agreementthe Closing) shall be prorated in favor of Seller. The parties' respective obligations to reprorate additional rent shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. Notwithstanding the foregoing, Purchaser shall use reasonable efforts after the Closing Date to collect any Delinquent Rents due to the Seller from tenants, but Purchaser shall not be required to ▇▇▇ any tenants. All rents and other charges received by (or for the benefit of) Purchaser from any Tenant after the Closing shall occur at least ten be first applied to rents owing for the month of Closing and then against current and past due obligations owed to, or for the benefit of, Purchaser (10) business days after the date of written notice (which may be by regular mail) from Seller with respect to Purchaser notifying Purchaser that a permanent or temporary certificate of occupancy has been issued by the municipality, time being of the essence as those obligations accruing subsequent to the Purchaser's obligation Closing Date), and any excess shall be delivered to close. "Time Being the Seller, but only to the extent of amounts in default and owed to, and for the Essence" means that if the Purchaser does not close within the required time periodbenefit of, the Purchaser will not have Seller for the right period prior to extend the closing date and shall be deemed to be in defaultClosing Date. Seller shall designate in not apply any security deposit against rent or draw down on any letter of credit for security, unless such tenant vacates the written notice space demised to it, except with respect to ATC and its letter of credit for security which letter of credit expires by its terms on August 19, 2001. Seller shall not commence any summary proceeding seeking eviction or lease cancellation against any Tenant of the time and place of closing. If Seller is ready to close on this date and if Purchaser fails to close at Premises after the dateClosing, time and place specified by Seller, Seller but shall have the option of either declaring this Agreement in default pursuant continuing right to Paragraph 18 or charging Purchaser an amount equal to seventy-five ($75.00) dollars per day commencing on ▇▇▇ the fifth business day after the closing date set forth in the written notice from Seller until, and including, the date of actual title closing. This sum of seventy-five ($75.00) dollars per day is intended to be liquidated damages to compensate Seller because Seller's actual damages incurred due to Purchaser's delay in closing of title are not measurable. This sum shall be due and payable in full at closing and shall not exceed ten percent (10%) of the Purchase Price. 10.2 If Purchaser or Purchaser's mortgagee requires that the closing of title be held other than at the offices of Seller or Seller's attorney, Purchaser shall reimburse Seller at closing tenants for Seller's attorney's fees incurred not to exceed three hundred ($300.00) dollars because the closing was held other than at the offices of Seller or Seller's attorney. Seller's attorney is responsible for preparing the deed, including the affidavit of consideration, and affidavit of title, and joint venture resolution to sell. 10.3 If Purchaser, Purchaser's mortgagee or Purchaser's title insurance company requires Seller's attorney to prepare additional documents, such as a RESPA statement, or perform additional services, such as preparing checks, Purchaser shall reimburse at closing Seller for Seller's attorney's fees incurred. All these attorney's fees must be reasonable and may not in total exceed three hundred ($300.00) dollars. 10.4 Seller shall not be liable for any liability, claim or damage due to any delay in completion of the Property, including, but not limited to, expenses incurred by Purchaser rent monies for the storage of household goods or temporary lodging and shelter. In no event shall Purchaser be permitted to make time of the essence for the closing and any such notice shall be without any force and effect. Purchaser shall release, indemnify and hold Seller harmless from any and all liability for any costs, including attorney's fees and costs, incurred by Purchaser resulting from any delay in completion of the Property, delay in date of closing, and/or delay in Purchaser taking occupancy of or title period prior to the Property. If at time of closing there is work not yet completed on the Property, Purchaser agrees that no money will be withheld or held in escrow to guarantee completion of the work, and that inclusion of such items on a "walk-through" list will be sufficient. This provision shall survive the delivery of the deedClosing.