Closing Matters Sample Clauses
The "Closing Matters" clause outlines the final steps and administrative actions required to formally complete a transaction or agreement. It typically specifies the documents to be exchanged, the timing and location of the closing, and any final payments or deliverables that must be provided by the parties. By clearly detailing these requirements, the clause ensures that all parties understand their obligations at the conclusion of the deal, thereby reducing the risk of misunderstandings or incomplete performance.
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Closing Matters. (a) At Closing, Seller shall:
(i) cause the Title Company to modify (by interlineation or otherwise) the Commitment to reflect the Permitted Exceptions, thereby indicating the commitment of the Title Company to issue to Purchaser the Title Policy;
(ii) To the extent available and in Seller's possession or control, deliver originals of the Leases and all Contracts affecting the Real Property either at Closing or by making same available at the Property;
(iii) Deliver possession of the Property, subject to the Permitted Exceptions and the rights of parties in possession;
(iv) To the extent available and in Seller's possession, deliver copies of all necessary permits issued by appropriate governmental authorities and utility companies relating to the Property;
(v) Execute, acknowledge and deliver a special warranty deed ("Deed") in the form attached hereto as Exhibit "B", conveying the Real Property;
(vi) Execute, acknowledge and deliver a ▇▇▇▇ of sale, assignment and assumption ("▇▇▇▇ of Sale") in the form attached hereto as Exhibit "C", conveying without warranty the Personalty and assigning Seller's interest in the Leases, Intangible Property, Security Deposits and the Contracts;
(vii) Deliver evidence of its authority to execute the Deed and the ▇▇▇▇ of Sale;
(viii) Deliver a non-foreign entity certification in the form attached hereto as Exhibit "D", certifying, in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder that Seller is not a "foreign person";
(ix) Deliver an affidavit or certificate reasonably requested by the Title Company in connection with its issuance of the Title Policy;
(x) Deliver a form notice letter in the form attached hereto as "Exhibit E", to be delivered to each Tenant acknowledging that Seller has conveyed its interest in the Leases and the Security Deposits to Purchaser ("Tenant Notice Letters"); and
(xi) Deliver such other documents as may be reasonably requested by Purchaser or Title Company, including transfer tax affidavits and evidence of authority to sell the Property in accordance with this Agreement.
(b) At Closing, Purchaser shall:
(i) Deliver the Purchase Price to the Title Company (all monies Purchaser is required to deliver shall be wired to the account designated by Title Company and available for disbursement by wire transfer to Seller no later than 1:00 p.m., Dallas, Texas time, on the Closing Date) or to Seller as provided in Section 2.1;
(ii)...
Closing Matters. 38 6.1 The Closing.................................................... 38 6.2
Closing Matters. On the Closing Date, subject to the terms and conditions hereof, the following actions shall be taken:
(a) The Company will deliver to the Purchaser the Note dated the Closing Date, in the principal amount of $200,000.
(b) The Purchaser shall deliver to the Company the Exchanged Shares.
Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental.
(b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer.
(c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share.
(d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made.
(e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.
Closing Matters. All proceedings to be taken by the Seller in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Purchaser and their counsel.
Closing Matters. (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.
(b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer.
(c) The closing of the purchase and sale of the Shares (“Closing”) will occur on the date on which Buyer’s trust account is liquidated after the Merger is consummated (the “Closing Date”). At the Closing, Buyer shall pay Seller the Aggregate Purchase Price by wire transfer from Prospect’s trust account of immediately available funds to an account specified by Seller and Seller shall deliver the Shares to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.
Closing Matters. As soon as reasonably practicable after Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser certificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant.
Closing Matters. At each Closing the following actions shall be taken:
(a) each Subscriber shall deliver its Purchase Price in immediately available United States funds to the account established for the Offering;
(b) the Company shall cause its stock transfer agent to deliver certificates representing the Common Shares subscribed for to each Subscriber; and
(c) each of the Company and the Subscriber shall deliver to the other signed copies of this Agreement and the Subscriber shall deliver to the Company a completed and executed Purchaser Questionnaire.
Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing:
(i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT M;
(ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL ▇▇ ▇ALE), duly executed by Seller, s▇▇▇▇antially in the form attached to this Contract as EXHIBIT N;
(iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.
(iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT P;
(v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property;
(vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H;
(vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans;
(viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects;
(ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same;
(x) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and
(xi) the following to the extent they are in the Seller's possession or control:
(A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and
(B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipm...
Closing Matters. At the Closing Time, (i) the Registration Statement and the Prospectus shall contain all statements that are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading, (ii) the representations and warranties in Section 1 hereof shall be true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any Material Adverse Effect, whether or not arising in the ordinary course of business, (iv) no action, suit or proceedings at law or in equity shall be pending or, to the knowledge of the Operating Partnership or the Company, threatened against such entity or any Subsidiary before or by any court or governmental agency wherein an unfavorable decision, ruling or finding might result in any Material Adverse Effect other than as set forth in the Prospectus, (v) no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the Operating Partnership or the Company, threatened by the Commission or by the state securities authority of any jurisdiction and (vi) the Underwriters shall have received, at the Closing Time, a Certificate of the Chairman of the Board and Chief Executive Officer and the chief financial or chief accounting officer of the Company, in its individual capacity and as the general partner of the Operating Partnership, dated as of the Closing Time, stating its compliance with subparagraphs (i) through (v) of this subsection (c), and stating that each of the Operating Partnership and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time. As used in this Section 5(d) the term "Prospectus" means the Prospectus in the form first used by the Underwriters to confirm sales of the Securities.