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Subject: pro-rations at closing Purchase Agreement. Notwithstanding the foregoing, in the event that the Member Group and Owner are unable to negotiate, within fifteen (15) days of the expiration of the Option Period, the final form of a purchase agreement for the purchase of the Club Facilities by the Member Group (the “Purchase Agreement”) which Purchase Agreement would contain additional terms and conditions not specified in the Offer which are customarily contained in agreements of this nature, including, but limited to, (a) indemnifications of the Owner by the purchaser, (b) pro-rations at closing, (c) limitations on any warranties and representations of Owner, then in such event, at the expiration of the 15-day period following the expiration of the Option Period, the Right of First Refusal shall be deemed to have been forever waived...
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