Provisions With Respect to Closing. a. The Closing shall take place on the fifteenth (15th) day following the last day of the Inspection and Feasibility Period (the “Closing Date”). The Closing shall be held at the downtown Chicago, Illinois office of the Title Company through escrow with the Escrowee pursuant to the Escrowee’s usual form of escrow agreement by the Escrowee, modified in accordance with the terms of this Agreement (the “Escrow”). Seller and Purchaser shall share equally in the cost of the Escrow, however Purchaser shall pay for the money lender escrow. Seller and Purchaser shall share the cost of any “New York Style Closing” or “gap closing” equally, except as aforesaid. All the documents referred to in subsection (b) of this Section 10, the Purchase Price and possession of the Property, except as provided in the Lease and Tower Lease, shall be delivered on the Closing Date. On the Closing Date when the Title Company issues (or commits in writing to issue) its Title Policy pursuant to Sections 5(b) hereof, the Escrowee shall disburse the net proceeds of sale to Seller from the Escrow and Seller shall deliver possession of the Property, except the Leased Premises, to Purchaser as provided in this Agreement. Purchaser shall cooperate with the Seller to secure the transfer stamps of the Village of H▇▇▇▇▇▇ Heights (the “Village”). Seller shall be responsible for repairs required by the Village to be performed based on the Village’s sale-inspection of the Property. In the event the Seller does not complete such repairs prior to Closing, the Seller shall complete such repairs after Closing in a time frame permitted by the Village to induce the Village to issue the transfer stamps. If a bond or deposit is required by the Village for such repairs, it shall be made by the Seller and refunded to the Seller upon completion of the repairs. If the Closing cannot be consummated prior to Seller making any such repairs, the Closing shall be postponed until three (3) business days after the Village has confirmed that all such repairs have been completed. The Purchaser and Seller shall execute any and all documents required by the Village to procure such transfer stamps. b. At the Closing, Seller shall deliver the following, all in form and substance reasonably satisfactory to Purchaser: i. The deed duly executed and acknowledged by Seller, conveying to Purchaser or Purchaser’s nominee, title to the Property, in proper form for recording and subject only to the Permitted Exceptions; ii. B▇▇▇ of Sale executed by Seller conveying the items of Personal Property; iii. ALTA Statement, corporate resolutions, good standing certificate and other documents required by the Title Company for clearance of all exception to title other than the Permitted Exceptions; iv. Seller’s gap undertaking; v. State of Illinois, C▇▇▇ County and municipal transfer tax declarations, if any, and evidence of compliance with local requirements for the transfer of real estate, including water certification, if required by the municipality; vi. A certificate with respect to Seller’s non-foreign status sufficient to comply with Section 1445 of the internal Revenue Code and the regulations promulgated thereunder; vii. One set of all keys and access cards to the Property; viii. Evidence of the termination of any service contracts; ix. Executed Lease described in Section 17; x. Any subordination and non-disturbance documentation as may be required by Purchaser’s lender and reasonably approved by Seller; and xi. Assignment of the Tower Lease with assumption by Purchaser. c. At the Closing, Purchaser shall deliver the following: i. Cash at Closing as defined in Section 2(b); ii. Executed Lease described in Section 17; iii. An ALTA Statement executed by Purchaser and covering the Property, in the form customarily required by the Title Company; iv. State of Illinois, C▇▇▇ County, Illinois and any required municipal real estate transfer declarations executed by Purchaser; and v. Such documents, such resolutions and such other instruments as may be required by Seller or the Title Company to confirm Purchaser’s authority to enter into and consummate the transaction contemplated by this Agreement. Seller shall pay all costs incurred in obtaining the Title Commitment, the owner’s Title Policy (except as otherwise provided in the Agreement), all state and county deed transfer taxes imposed in connection herewith. The party designated in the city ordinance shall pay for the municipal transfer taxes. If the ordinance does not designate a responsible party, the Purchaser shall be responsible for municipal transfer taxes. Seller shall pay all costs incurred in releasing liens caused or suffered by the Seller and otherwise clearing or insuring over unpermitted title exceptions, caused or suffered by the Seller. The Purchaser represents and warrants that it will not cause any lien to be recorded against the Property. Purchaser shall pay for the recording of all mortgages and other financing related documents prepared to be recorded by Purchaser’s lender, if any. The fees and expenses of Seller’s designated representatives, accountants and attorneys shall be borne by Seller, and the fees and expenses of Purchasers’ designated representatives, accountants and attorneys shall be borne by P▇▇▇▇▇▇▇▇.
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Sources: Real Estate Purchase Agreement (Stratos International Inc)
Provisions With Respect to Closing. a. The A. Subject to the conditions precedent contained in this Agreement, the Closing of Parcel 1 shall take place on be eight (8) months after the fifteenth (15th) day following the last day Effective Date of the Inspection and Feasibility Period this Agreement (the “Parcel 1 Closing Date”) and the Closing of Parcel 2 shall be sixteen (16) months after the Effective Date of this Agreement (the “Parcel 2 Closing Date”). If either Closing Date falls on a Saturday, Sunday or date on which banks in Chicago, Illinois are closed, then the Closing Date shall be on the next following business day. The Closing shall be held at the downtown Chicago, Illinois office (“Closing”) of the Title Company through an escrow with Chicago Title and Trust Company (the Escrowee “Escrowee”) pursuant to the Escrowee’s usual form of escrow agreement by the Escrowee, modified in accordance with the terms of this Agreement (the “Escrow”)Agreement. Seller and Purchaser shall share equally in the cost of the Escrow, however Purchaser shall pay for the money lender escrow. Seller and Purchaser shall share the The cost of any “New York Style Closing” or “gap closing” equally, except as aforesaidshall be shared equally by Seller and Purchaser. All the documents referred to in subsection (b) B. of this Section 109, the Purchase Price and possession of the Property, except as provided in the Lease and Tower Lease, Parcel shall be delivered on the Closing Date. On the Closing Date for a Parcel when the Title Company issues (or commits in writing to issue) its Title Policy pursuant to Sections 5(b) hereofSection 9.B. herein below, the Escrowee shall disburse the net proceeds of sale to Seller from the Escrow and Seller shall deliver possession of the PropertyParcel to Purchaser.
B. Seller shall deliver or cause the Title Company to deliver (or commit to deliver) to Purchaser, except prior to the Leased Premisesdisbursement by the Title Company of the Purchase Price for a Parcel an ALTA Form 1992 owner’s title insurance policy in the amount of the Purchase Price for the Parcel being closed, with extended coverage over the general exceptions issued by the Title Company, containing no exceptions other than the Permitted Exceptions (the “Title Policy”). Any additional endorsements to title required by Purchaser as provided in this Agreementshall be obtained and paid for by Purchaser and shall not be a condition to Closing. Seller shall pay the cost of the Title Policy and the cost for extended coverage over the general exceptions. Purchaser shall cooperate with the Seller to secure the transfer stamps of the Village of H▇▇▇▇▇▇ Heights (the “Village”). Seller shall be responsible to pay for repairs required by the Village to be performed based on the Village’s sale-inspection of the Property. In the event the Seller does not complete such repairs prior to Closing, the Seller shall complete such repairs after Closing in a time frame permitted by the Village to induce the Village to issue the transfer stamps. If a bond all other endorsements.
C. On or deposit is required by the Village for such repairs, it shall be made by the Seller and refunded to the Seller upon completion of the repairs. If before the Closing cannot be consummated prior to Seller making any such repairs, the Closing shall be postponed until three (3) business days after the Village has confirmed that all such repairs have been completed. The Purchaser and Seller shall execute any and all documents required by the Village to procure such transfer stamps.
b. At the Closingfor each Parcel, Seller shall deliver the followingfollowing to Escrowee, all in form and substance reasonably satisfactory to Purchaser:
i. (i) The deed Deed duly executed and acknowledged by Seller, conveying to Purchaser or Purchaser’s nominee, title to the PropertyParcel, in proper form for recording and subject only to the Permitted Exceptions;
(ii. B▇▇▇ of Sale executed by Seller conveying the items of Personal Property;
iii. ) ALTA Statement, corporate resolutions, good standing certificate Statement and other documents required by the Title Company for clearance of all exception exceptions to title other than the Permitted Exceptions;
iv. (iii) Seller’s gap undertakingundertaking (if required by the Title Company for issuance of the Title Policy at Closing);
v. (iv) State of Illinois, C▇▇▇ County and municipal Village of Orland Park real estate transfer tax declarations, if any, and evidence of compliance with local requirements for the transfer of real estate, including water certification, if required by the municipalityapplicable;
vi. (v) A certificate with respect to Seller’s non-foreign status sufficient to comply with Section 1445 of the internal Internal Revenue Code and the regulations promulgated thereunder;
vii. One set of all keys and access cards to the Property;
viii. Evidence (vi) Two executed copies of the termination of any service contracts;
ix. Executed Lease described in Section 17;
x. Any subordination and non-disturbance documentation as may be required by Purchaser’s lender and reasonably approved by Sellerclosing statement; and
xi. Assignment (vii) Any other closing documents normal and customary for a transaction of the Tower Lease with assumption by Purchaserthis nature.
c. D. At the Closing, Purchaser shall deliver the following:
i. Cash at Closing as defined in Section 2(b)(i) The balance of the Purchase Price;
(ii. Executed Lease described in Section 17;
iii. An ALTA Statement executed by Purchaser and covering the Property, in the form customarily required by the Title Company;
iv. ) State of Illinois, C▇▇▇ County, Illinois County and any required municipal Village of Orland Park real estate transfer declarations tax declarations, if applicable;
(iii) Two executed by Purchasercopies of the closing statement; and
v. Such documents, such resolutions (iv) Any other closing documents normal and such other instruments as may be required by Seller or the Title Company to confirm Purchaser’s authority to enter into and consummate the customary for a transaction contemplated by of this Agreement. nature.
E. Seller shall pay all costs incurred in obtaining the Title Commitment, the owner’s Title Policy (except as otherwise provided in with extended coverage over the Agreement)general exceptions and the Survey, recording releases of any existing liens, and all state and county deed transfer taxes imposed in connection herewith. The party designated in the city ordinance shall pay for the municipal transfer taxes. If the ordinance does not designate a responsible party, the Purchaser shall be responsible for municipal transfer taxes. Seller shall pay all costs incurred in releasing liens caused or suffered by obtaining all other endorsements for issuance of the Seller Title Policy and otherwise clearing or insuring over unpermitted title exceptions, caused or suffered by all fees for recording the SellerDeed and mortgage. The Purchaser represents and warrants that it will not cause any lien to be recorded against the Property. Purchaser shall pay for the recording of all mortgages and other financing related documents prepared to be recorded by Purchaser’s lenderLocal transfer taxes, if any, shall be paid by the party designated by applicable ordinance. The fees and expenses of Seller’s designated representatives, accountants and attorneys shall be borne by Seller, and the fees and expenses of Purchasers’ Purchaser’s designated representatives, accountants and attorneys shall be borne by P▇▇▇▇▇▇▇▇Purchaser.
F. Possession of each Parcel shall be given to Purchaser at the Closing of that Parcel.
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