Closing and Payment Sample Clauses
The "Closing and Payment" clause defines the procedures and timing for finalizing a transaction and transferring payment between parties. It typically outlines when and where the closing will occur, the method and schedule of payment, and any conditions that must be met before funds are exchanged. For example, it may specify that payment is due upon delivery of certain documents or assets. This clause ensures both parties understand their obligations at the conclusion of the deal, reducing the risk of disputes over payment or delivery.
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Closing and Payment. The closing of the Non-Initiating Member’s purchase of all of the Sale Projects (the “Closing”) shall be held at the principal office of Investor (or at such other location as shall be reasonably agreed upon by the Members) on a business day (the “Closing Date”) selected by the Non-Initiating Member, which Closing Date shall not be more than forty-five (45) days after the date on which the Non-Initiating Member notified the Initiating Member of the Non-Initiating Member’s election to acquire all of the Sale Projects for the Offer Price. At the Closing, the following shall occur:
(i) The Non-Initiating Member shall deliver an amount equal to the excess of the Offer Price over the Deposit then being held by the Escrow Holder, and the Non-Initiating Member shall cause the Escrow Holder to deliver the Deposit, all by cashier’s check or in immediately available funds, to the Company.
(ii) The Non-Initiating Member shall receive credit toward the Offer Price for the outstanding principal balance of any Existing Loan assumed by the Non-Initiating Member, the Non-Initiating Member shall pay all assumption fees and other costs associated with the assumption of any Existing Loans by the Non-Initiating Member, and the Non-Initiating Member shall pay all Defeasance Costs in connection with any Existing Loans not assumed by the Non-Initiating Member; provided, however, if the Initiating Notice given under Section 11.01(a) does not require the purchaser to assume the Existing Loans, then the Initiating Member shall pay all such Defeasance Costs.
(iii) The Company shall convey to the Non-Initiating Member title to all of the Sale Projects by executing and, as applicable, recording usual and customary real property conveyancing documentation, subject to all matters of record, with respect to Sale Projects consisting solely of real property. The Members shall cooperate to arrange for normal and customary real property title insurance to be issued to the Non-Initiating Member at the Closing with respect to the Sale Projects consisting of real property, the cost thereof attributable to standard coverage to be paid by the Company and any cost associated with extended coverage desired by the Non-Initiating Member being paid by the Non-Initiating Member. In addition, customary Closing prorations and post Closing reconciliations shall be made as between the Company and the Non-Initiating Member and other costs of the transaction shall be allocated between the Non-Initiating Memb...
Closing and Payment. 5.2.1 Except as otherwise provided herein, the closing of any purchase by the Corporation and/or a Stockholder pursuant to this Agreement shall take place on the "Closing Date" at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇. The Closing Date shall be the first business day following the thirtieth calendar day after the last Acceptance Notice is given.
5.2.2 At such closing, and except as otherwise provided herein:
(i) The selling Stockholder (or his or its Legal Substitute) shall deliver to the purchasing party certificates representing the Shares to be purchased, duly endorsed, free and clear of all liens, claims or encumbrances, with evidence of payment of all transfer taxes and fees, if any.
(ii) The purchasing party shall deliver:
(A) A down-payment (by certified or bank cashier's check) in an amount equal to (x) in the case of a sale pursuant to the terms of subsection 3.1 hereof, the down-payment required by the terms of the Third Party Offer; or (y) in the case of a sale pursuant to Section 4 hereof, thirty (30%) percent of the purchase price determined in accordance with subsection 4.3 hereof.
(B) A promissory note, in negotiable form, in the principal amount of the remainder of the price stated in the Offering Notice or the purchase price determined in accordance with subsection 4.3 hereof, as the case may be, bearing interest at the prime rate per annum in effect from time to time at a bank to be designated in New York, New York, but in no event higher than the highest applicable rate permitted by law. Such Note shall be payable in two equal six-month installments of principal together with all interest accrued thereon to the date of such payment, the first such payment to be due and payable six (6) months following the Closing Date. Such Note shall be collateralized by a pledge to the selling Stockholder or his or its Legal Substitute of the purchased Shares and of the Shares held by the purchasing Stockholder, or if the Corporation is the purchaser by a lien on all of the assets of the Corporation.
(C) The Corporation and all Stockholders and their Legal Substitutes shall do all things necessary and appropriate to consummate such closing.
Closing and Payment. (i) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ may request upon at least forty-eight hours' prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer or certified or official bank check or checks, payable to the order of the Company and the Custodian, as their interests may appear, in immediately available (same day) funds. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m. on _________, 1999 or such other time and date as ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 10:00 a.m. on the date specified by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney in the written notice given by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ of the Underwriters' election to purchase such Optional Shares, or such other time and date as ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "First Closing Time", such time and date for delivery of the Optional Shares, if not the First Closing Time, is herein called the "Second Closing Time", and each such time and date for delivery is herein called a "Closing Time".
(ii) The documents to be delivered at each Closing Time by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 5(m) hereof, will be delivered at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at such Closing Time. A meeting will be held at the Closing Location at 2:00 p.m. on the New York Business Day...
Closing and Payment. The closing of the acquisition provided for in Section 3 of this Agreement (the "Closing") shall occur on a mutually agreeable date prior to the Termination Date at the offices of Holland & Knight LLP in Orlando, Florida or at such other time and place as the parties may agree. At the Closing: (i) the Investor will pay the Aggregate Purchase Price less the Deposit by either endorsing a certified or cashier's check made payable to the Company or wiring immediately available funds to the Company's bank account (which account number has been previously provided to the Investor), and (ii) the Company will reimburse the Investor, together with the other Approved Investors, up to the aggregate sum of $20,000 for amounts paid by the Approved Investors to any intermediaries or brokers and for the legal and out-of-pocket expenses incurred by the Approved Investors, provided that the Approved Investors shall not be entitled to such reimbursement if the Closing does not occur for any reason.
Closing and Payment. Subject to the terms and conditions hereof, and in reliance upon the written representations and warranties of the Parties, Seller will sell and, subject to the terms and conditions hereof, and Purchaser will purchase, at a single closing, the Stock. The Closing shall take place, upon the execution of this Agreement, by the exchange of documents and instruments by mail, courier, telecopy and wire transfer to the extent mutually acceptable to the parties hereto on such date as may be agreed upon by the Parties (the “Closing Date”).
Closing and Payment. The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company shall be delivered by or on behalf of the Company to the Underwriters, through the facilities of the Depository Trust Company ("DTC") (unless the Representatives shall otherwise instruct) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor to the Company in funds specified on Schedule B hereto, all in the manner and at the place and time and date [with respect to each of the Firm Shares and the Optional Shares] specified on Schedule B hereto (or at such other place and time and date as the Representatives and the Company may agree upon in writing) [with respect to the Firm Shares, such place and time and date being referred to herein as] (the "[First] Closing Time") [and with respect to the Optional Shares, the "Second Closing Time"]. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to [each of] the [relevant] Closing Time[s] with respect thereto at the offices of DTC or its designated custodian (the "Designated Office"). [It is understood and agreed that each Closing Time under this Agreement shall occur simultaneously with each Closing Time under the U.S. Underwriting Agreement.]
Closing and Payment. The closing of the purchase and sale of the Put Shares shall occur on the date designated in writing by the Founder to the Investor, which date shall be within 120 days following the date upon which the Founder received the written notice from the Investor that the Investor was electing to exercise the Put Option. The aggregate Put Option Price shall be payable to the Investor by the Founder by wire transfer of immediately available funds on the closing date to an account designated in writing by the Investor or by delivery of a certified or cashiers’ check by the Founder to the Investor, in each case against the Founder’s receipt of the Investor’s share certificates of the Put Shares and share transfer forms duly executed by the Investor for the transfer of the Put Shares to the Founder or any other nominee of the Founder.
Closing and Payment. Subject to the terms and conditions hereof, and in reliance upon the written representations and warranties of Purchasers, Seller will sell and, subject to the terms and conditions hereof, and in reliance upon the written representations and warranties of Seller, Purchasers will purchase, at a single closing, the Shares. The closing (the “Closing”) shall be held on June 10, 2010, or such other date as the Parties may agree (the “Closing Date”), at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. At the Closing, Seller will deliver to Purchasers original stock certificates evidencing the Shares to be purchased hereunder, along with stock powers executed in blank. On the Closing Date, the Purchasers shall deliver or cause to be delivered to Seller the Purchase Price, by wire transfer, cashier’s check, or by such other means as the parties may agree upon in writing.
Closing and Payment. Sellers are delivering to Purchaser original stock certificates evidencing the Stock to be purchased hereunder, along with stock powers executed in blank. Purchaser has delivered to Sellers the Purchase Price by wire transfer, cashier’s check, or by such other means as the parties have agreed upon in writing.
Closing and Payment. Any closing for the purchase of a Member's Interest pursuant to this Article X shall occur within sixty (60) days after receipt of the Response Notice by the Electing Member. The purchase price for such Member's Interest shall be paid in full in immediately available funds at closing. If the selling Member or any of its principals or investors have guaranteed any loans or mortgages of the Company, then as a condition of the purchase of such Member's Interest under this Article X, such guaranties either will be released at closing or the purchasing Member will pay off such loans or mortgages at closing. The closing shall occur at a location agreed upon by both parties or in the event the parties cannot agree on a location, then at the offices of the company as set forth herein.