Closing and Escrow Clause Samples
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Closing and Escrow. 7.1 Upon execution of this Agreement, the parties shall deliver an executed counterpart of this Agreement to the Title Company. This Agreement shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller shall promptly notify the Title Company and Buyer in writing as to the Effective Date and the date that the Due Diligence Period ends, which dates shall be controlling unless Buyer objects in writing within three (3) business days after receipt of such notice or unless the parties otherwise agree. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.
7.2 The consummation of the transactions contemplated hereby shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the office of the Title Company, on a date which is fifteen (15) days following the end of the Due Diligence Period, or such later date as provided in Section 4.3 or as may be agreed by the parties in writing.
7.3 At least one business day prior to the Closing Date, Seller shall deliver the following into escrow with the Title Company (all in form reasonably acceptable to the Title Company and Buyer's counsel):
(a) A duly executed and acknowledged General Warranty Deed (herein referred to as the "Deed") in recordable form conveying the Property to Buyer as grantee therein, subject only to Permitted Exceptions.
(b) A duly executed bill of sale ("Bill of Sale") transferring all of Seller's rig▇▇, title and i▇▇▇▇est in and to the fixtures and personal property described in Section 1.2.
(c) An affidavit dated as of the date of Closing, duly executed, certifying that Seller is not a foreign person within the meaning of the Internal Revenue Code and its regulations.
(d) Such customary affidavits or certificates, duly executed, as shall be reasonably required by the Title Insurance Company for the purpose of issuing an Seller's title insurance policy without exception for parties in possession or mechanics and materialmens liens claiming by, through or under any contract, agreement or understanding with Seller or any entity affiliated with Seller.
(e) A certi...
Closing and Escrow a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees.
b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control.
c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company 45 days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement.
d. At or before the Closing, Seller shall deposit into escrow the following:
i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and
e. Before Closing, Buyer shall deposit into escrow the following items:
i. Funds necessary to close this transaction, in accordance with Paragraph 3 above.
f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.
Closing and Escrow. The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, Escrow Agent shall immediately record and deliver the Deed and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties understand that the Closing shall occur in San Diego, California requiring that all necessary deliveries to escrow must be completed by 11:00 A.M. on the Closing Date.
Closing and Escrow. The consummation of the transaction contemplated herein ("Closing") shall occur on the Closing Date through an escrow with the Escrow Agent at the offices of the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. The Escrow Agent shall agree in writing with Seller and Purchaser that: (a) recordation of the Deed constitutes its representation that it is holding the closing documents, closing funds and closing statement and is prepared and irrevocably committed to disburse the closing funds in accordance with the closing statements; and (b) release of funds to Seller shall irrevocably commit it to issue the Title Policy in accordance with this Agreement. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement.
Closing and Escrow. Unless other arrangements have been made between the Company and a specific Purchaser, on or prior to each Closing, each Purchaser acquiring Shares at such Closing shall deliver or cause to be delivered the following in accordance with the subscription procedures described in Section 1(d) below:
(i) this Agreement and the Joinder, each duly executed by such Purchaser;
(ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser at such Closing as set forth next to such Purchaser’s name on Schedule A hereto (such product, the “Subscription Amount”), in the form of a wire transfer to the Escrow Agent, in accordance with the Escrow Agent’s written instructions; and The funds received pursuant to Section 1(c)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the “Escrow Agent”). At each Closing, upon receipt of a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated prior to the applicable Closing, each Purchaser shall receive back its delivered Subscription Amount delivered with respect to such Closing promptly, without interest. Each Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, the Company has received in escrow the Subscription Amount for all the Securities being sold to the Purchasers at such Closing, and all of the conditions set forth in Section 6 and Section 7 below with respect to such Closing have been satisfied (or waived). Certificates evidencing the Securities may be delivered after the appilcable Closing, within a reasonable time.
Closing and Escrow a. The Closing date shall be December 31, 2024, provided there are no unforeseen delays. Closing shall not be later than seven calendar days after the designated closing date unless a further extension is agreed upon in writing between the Buyer and Seller. If any of the parties intend to have a title company or escrow agent close the transaction, the parties shall mutually agree upon such a company or agent with costs to be split between parties. The costs of Escrow are separate and apart from the Purchase Price. Both the Buyer and Seller shall submit all documentation and other information requested by the title company/escrow agent needed to close the transaction. The parties shall fix a date and time with the title company/escrow agent to close the transaction.
b. On the Closing Date, any inventory, equipment, or fixtures to be transferred will be provided by Seller to Buyer as specified by Buyer.
Closing and Escrow. Section 8.1
Closing and Escrow. The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, Escrow Agent shall record and deliver the Deed (as defined below) and deliver the closing document s to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties understand that the Closing shall occur in Longmont, Colorado and that all necessary deliveries to escrow must be completed by 11:00 A.M. on the Closing Date.
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties and the Title Company shall simultaneously enter into Escrow Instructions in the form of the escrow instructions attached hereto as Exhibit M (the “Escrow Instructions”), and deposit an executed counterpart of this Agreement with Title Company. Seller and Buyer each agrees to execute such additional Escrow Instructions as may be appropriate, or required by Title Company.
(b) The Closing hereunder shall be held and delivery of all items to be made at the Closing shall be made at the offices of Title Company on or before 2:00 p.m. (Pacific Time) on the date that is thirty-five (35) days after the Effective Date (the “Scheduled Closing Date”).
(c) On the Closing Date, Seller shall deliver to Buyer, or to Title Company as escrow holder, the following (the “Closing Documents”):
(i) duly executed and acknowledged Deeds;
(ii) two (2) duly executed and acknowledged counterparts of the Assignment of Rights (Condominium Declaration) in the form attached hereto as Exhibit B-5 regarding the Woodlands Hotel (the “Assignment of Rights”);
(iii) any duly executed and acknowledged Estoppel Certificates received pursuant to Section 12(e) below;
(iv) two (2) duly executed counterparts of the Assignment of Intangible Property for each Individual Property;
(v) two (2) duly executed counterparts of the Assignment and Assumption of Leases for each Individual Property;
(vi) two (2) duly executed originals of the ▇▇▇▇ of Sale for each Individual Property;
(vii) A certificate or registration of title for any owned vehicle or other personal property included in the Property which requires such certification or registration, duly executed, conveying such vehicle or such other personal property to Buyer;
(viii) two (2) duly executed counterparts of the New Hotel Management Agreement for each Individual Property;
(ix) executed counterparts of all transfer declarations applicable to each Individual Property;
(x) duly executed notices to the tenants under the Leases of the sale of each Individual Property, in the form of Exhibit I attached hereto;
(xi) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code (the “Code”) and on which Buyer is entitled to rely, that each party constituting Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, substantially in the form of Exhibit J attached hereto, together with such affidavits and other documentation as may be required p...
Closing and Escrow. The Closing will take place on a date and place mutually agreeable by Purchaser and the Seller (or at the main downtown Chicago Illinois office of the Title Company if the place is not so agreed) following satisfaction (or waiver in writing) of all other conditions precedent in Article VI hereto benefiting the applicable party, and pursuant to which the Purchaser and Seller and their respective counsel need not be present and may wire transfer funds and deliver documents by overnight courier or other means, provided in no event shall the Closing Date occur later than ninety (90) days after the Effective Date hereof. This Agreement shall not be merged into any Escrow Instructions, but any Escrow Instructions shall be deemed auxiliary to this Agreement and, as between Purchaser and Seller, the provisions of this Agreement shall govern and control.