Buy/Sell Closing Sample Clauses

Buy/Sell Closing. Tejon and the Developer Lot shall meet and exchange documents and pay any amounts due, and otherwise do all things reasonably necessary to consummate the transaction set forth herein at the closing of such purchase (the “Buy/Sell Closing”). The Buy/Sell Closing shall occur at the office of Tejon’s legal counsel at 1:00 p.m., on the first Wednesday after the sixtieth (60th) day after the delivery of the Response Notice unless that day is a national or state holiday and, in that event, on the next business day. At the Buy/Sell Closing, the Selling Entity shall deliver to the Purchasing Entity a duly executed assignment of its Interest and shall also, upon the request of the Purchasing Entity, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and Company records as are reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets to the extent necessary (including but not limited to execution, in recordable form, of an amended Certificate and/or cancellation of Certificate). Subject to Section 17.6, below, the Purchasing Entity shall deliver to the Selling Entity cash for the full amount of the consideration, if any, for such Interest, and shall deliver any other documents reasonably necessary from the Purchasing Entity to conclude the Buy/Sell Closing. The Selling Entity shall transfer its Interest free of all liens or encumbrances. Further, on the Buy/Sell Closing, the Selling Entity and/or its Affiliates shall be released from its liability under any third party loans to the Company (including under any guaranty, indemnity or credit enhancement related thereto). If a Company creditor refuses to so release the Selling Entity and/or its Affiliates, the Purchasing Entity shall indemnify the Selling Entity and/or its Affiliates from liability under such loans. The obligations hereunder of the Developer Lot (including, without limitation, any indemnification by the Developer Lot) shall be joint and several among all of the Developers. If the Developer Lot is the Purchasing Entity, the Developers shall pay for and obtain ownership of Tejon’s Interest pursuant to this Section 17.4 in accordance with their Percentage Interests, or as otherwise determined by the Developers.
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Buy/Sell Closing. The sale of the Selling Member's interest in the Company and the withdrawal of the Selling Member from the Company shall be closed and consummated on that date (the "BUY-SELL CLOSING DATE") designated by the Buying Member in a notice to the Selling Member, which date shall be within ninety (90) days after the expiration of the Thirty Day Period (unless otherwise specified under Section 20.1 hereto); provided, however, that such date shall be within one hundred eighty (180) days after the expiration of the Thirty Day Period if this Section 20 is being initiated pursuant to a Triggering Transfer under Section 16.3
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Buy/Sell Closing. (a) The sale of the Facility by the Company shall be closed and consummated on that date (the "FACILITY BUY-SELL CLOSING DATE") designated by the Facility Buying Member in a notice to the Facility Selling Member, which date shall be within ninety (90) days after the expiration of the Thirty Day Period. The Facility Buying Member may elect, at any time within the ninety-day period, to assign its right to purchase the Facility or Facilities to a third party, which party shall then become the Facility Buying Member, provided, however, that such sale shall be for the same price and on the same terms as if it were being made to the Facility Buying Member, and the Facility Buying Member shall remain responsible for any default in the purchase by such third party as if no such assignment had taken place. The Facility Buy-Sell Price shall be paid to the Company by the Facility Buying Member or its assignee in cash on the Facility Buy-Sell Closing Date. On such Facility Buy-Sell Closing Date, the Company and the Facility Selling Member shall deliver to a title company selected by the Facility Buying Member (the "TITLE COMPANY") the following items:
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Buy/Sell Closing. 55 SECTION 20.7. REMEDIES..............................................................56 SECTION 20.8. DISABLED OR DEFAULTING MEMBER.........................................56 SECTION 20.9.
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Buy/Sell Closing. The closing of the Buy/Sell Transaction shall occur at the principal place of business of the Company on the 60th Day after the date of receipt of the Buy/Sell Offer by the Offeree Member (or, if later, the fifth Business Day after the receipt of all applicable regulatory and governmental approvals to the purchase), unless the Offering Member and the Offeree Member agree upon a different place or date. At the closing of the Buy/Sell Transaction, (i) the selling Member shall (A) deliver an assignment of the Units, in form and substance reasonably acceptable to such purchasing Member, containing a general warranty of title as to such Units (including that such Units are free and clear of any Encumbrances other than any Encumbrance related to a pledge of such Units to a financial institution providing debt financing to the Company); (B) deliver the Units subject to the Buy/Sell Transaction free and clear of any Encumbrance (other than any Encumbrance related to a pledge of such Units to a financial institution providing debt financing to the Company); (C) deliver to the purchasing Member certificates, if applicable, representing the Units subject to the Buy/Sell Transaction accompanied by duly executed stock powers (or equivalent documents); and (D) any other instrument or document reasonably requested by the purchasing Member that is reasonably necessary to give effect to the Buy/Sell Transaction; and (ii) the purchasing Member shall remit to selling Member the consideration to which it is entitled in immediately available funds.
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Buy/Sell Closing. A. Tejon and DMB shall meet and exchange documents and pay any amounts due, and otherwise do all things reasonably necessary to consummate the transaction set forth herein at the closing of such purchase (the “Buy/Sell Closing”). The Buy/Sell Closing shall occur at the office of Tejon’s legal counsel at 10:00 a.m., on the first Wednesday after the sixtieth (60th) day after the delivery of the final applicable Response Notice unless that day is a national or state holiday and, in that event, on the next business day. At the Buy/Sell Closing, the Selling Member shall deliver to the Purchasing Member a duly executed assignment of its Interest and shall also, upon the request of the Purchasing Member, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and Company records as are reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets to the extent necessary (including but not limited to execution, in recordable form, of an amended Certificate and/or cancellation of Certificate) including, without limitation, an instrument terminating the Memorandum of Contribution Agreement, to the extent the Memorandum of Contribution Agreement has not been removed from title at such time. Subject to Section 15.6, below, the Purchasing Member shall deliver to the Selling Member cash for the full amount of the consideration, if any, for such Interest, and shall deliver any other documents reasonably necessary from the Purchasing Member to conclude the Buy/Sell Closing. The Selling Member shall transfer its Interest free of all liens or encumbrances.
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Buy/Sell Closing. The closing (the “Buy-Sell Closing”) of the purchase and sale will take place on the 60th day following the date on which the Mandatory Offer under
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Buy/Sell Closing. (a) The closing of a purchase or sale under Section 10.02 hereof (the “Buy/Sell Closing”) shall occur as soon as reasonably practicable after delivery by such Member of its election notice and determination of the Final Purchase Price. Each Member shall use its reasonable efforts to cause the Buy/Sell Closing to occur expeditiously, including the making of any filings and the seeking of any consents and approvals or the expiration of any waiting period that are necessary or desirable in connection therewith.
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Buy/Sell Closing. A transaction pursuant to this Article 2 must be consummated no later than the 90th day after the earlier of (a) the date on which the Offering Party is notified whether the Electing Party will buy or sell hereunder or (b) the expiration of the tenth (10th) day after the Electing Party receives the Buy-Sell Notice, if the Electing Party has not delivered a notice of its election hereunder. The purchase price under this Article 2 shall be paid in cash.
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Related to Buy/Sell Closing

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

  • First Closing The First Closing shall have occurred.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

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