Additional Closing Procedures Clause Samples
The "Additional Closing Procedures" clause outlines specific steps or requirements that must be completed by the parties in addition to the standard closing process of a transaction. This may include providing certain documents, fulfilling last-minute obligations, or coordinating logistics such as the transfer of funds or property. By detailing these extra procedures, the clause ensures that all necessary actions are clearly identified and completed, reducing the risk of misunderstandings or delays at closing.
Additional Closing Procedures. 1. First, prior to completion of the Merger (as defined in Section 5.1(a)) the Company shall enter into one or more agreements with Republic Property Limited Partnership (“RPLP”) whereby RPLP agrees to sell, and the Company agrees to purchase, 100% of RPLP’s ownership interests in Republic ▇▇▇▇ ▇▇▇▇▇▇ LLC, a Delaware limited liability company, RPLP I LLC, a Delaware limited liability company, and RPT 1425 Investors, LP, a Delaware limited partnership, for a combined purchase price (the “Purchase Price”) of $76,540,000.00. The interests to be conveyed pursuant to this Paragraph are referred to herein collectively as the “Purchased Interests”. The Purchased Interests and the Contributed Interests are sometimes referred to herein collectively as the “Interests”. Republic 20th Street LLC, RPLP I LLC and RPT 1425 Investors, LP are referred to herein collectively as the “Purchased Entities”.
Additional Closing Procedures. Additional closing procedures, upon the execution hereof, are agreed to be as follows:
A. Possession and title to all assets, except firearms pawn transactions, purchased hereunder shall pass to Purchaser as of the Transfer Date so that Purchaser may thereafter commence its business operations with all assets sold hereunder;
B. Upon the execution hereof and at any time thereafter, Seller shall and does hereby agree to execute and deliver any other releases, instruments, or documents required to complete any legal requirements for the transfer of title to any assets sold hereunder, consistent with the terms of this Agreement.
Additional Closing Procedures. Additional closing procedures, upon the execution hereof, are agreed to be as follows:
Additional Closing Procedures. Each New Investor purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Investor will, upon delivery by such New Investor to the Company of such signature pages, and the payment by such New Investor and the purchase price for the Notes to be acquired by such New Investor to the Company of the principal amount of the Note(s) become a party to, and bound by, this Agreement to the same extent as if such New Investor had been an Investor at the Closing. Notwithstanding anything to the contrary contained herein, (i) the representations and warranties of the Company set forth in Section 3 hereof and the Schedule of Exceptions (as defined below) shall speak only as of the Closing and the Company shall have no obligation to update the Schedule of Exceptions for any Additional Closing, (ii) the Company will have no obligation to update any certificates or other documents referred to in Section 5 hereof in connection with any Additional Closing and (iii) the representations and warranties of each New Investor participating in an Additional Closing that are set forth in Section 4 hereof shall speak as of the date of such New Investor’s Additional Closing.
Additional Closing Procedures