Common use of CLOSING/POSSESSION Clause in Contracts

CLOSING/POSSESSION. The purchase and sale of the Unit shall be consummated at a closing (“Closing”) to be held at the offices of the Title Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of Jackson, Wyoming; (ii) the recordation of the Plat and Declaration in the Office of the Teton County, Wyoming Clerk, and (iii) written verification from the Housing Department that Buyer is a “Local Business” and able purchase the Unit (the date upon which Closing occurs is referred to herein as the “Closing Date”). It is anticipated that construction of the Unit will be substantially completed (meaning Seller has obtained a certificate of occupancy for the Unit) by March 31, 2021 (“Estimated Completion Date”). If Seller has not obtained a certificate of occupancy for the Unit within 90 days after the Estimated Completion Date (such date to be extended day for day, for any delays caused by Buyer or Buyer’s agent), then as Buyer’s sole remedy, Buyer may terminate this Contract by giving written notice of termination to Seller and Seller shall, upon receipt of this notice of termination, instruct the Title Company to return the Xxxxxxx Money to Buyer and the parties shall have no other rights or obligations hereunder. At Closing, the Xxxxxxx Money shall be transferred to Seller (and applied as a credit to the Purchase Price) and Buyer shall pay the Seller the unpaid balance of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to Buyer. Closing shall also refer to both the recordation of the Warranty Deed and disbursing of funds.

CLOSING/POSSESSION. The purchase and sale of the Unit shall be consummated at a closing (“Closing”) to be held at the offices of the Title Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of Jackson, Wyoming; (ii) the recordation of the Plat and Declaration in the Office of the Teton County, Wyoming Clerk, and (iii) written verification from the Housing Department that Buyer is a “Local Business” and able eligible to purchase the Unit (the date upon which Closing occurs is referred to herein as the “Closing Date”). It is anticipated that construction of the Unit will be substantially completed (meaning Seller has obtained a certificate of occupancy for the Unit) by March 31, 2021 (“Estimated Completion Date”). If Seller has not obtained a certificate of occupancy for the Unit within 90 days after the Estimated Completion Date (such date to be extended day for day, for any delays caused by Buyer or Buyer’s agent), then as Buyer’s sole remedy, Buyer may terminate this Contract by giving written notice of termination to Seller and Seller shall, upon receipt of this notice of termination, instruct the Title Company to return the Xxxxxxx Money to Buyer and the parties shall have no other rights or obligations hereunder. At Closing, the Xxxxxxx Money shall be transferred to Seller (and applied as a credit to the Purchase Price) and Buyer shall pay the Seller the unpaid balance of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to Buyer. Closing shall also refer to both the recordation of the Warranty Deed and disbursing of funds.

CLOSING/POSSESSION. The purchase and sale of the Unit shall be consummated at a closing (“Closing”) to be held at the offices of the Title Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of Jackson, Wyoming; Wyoming and (ii) the recordation of the Plat and Declaration in the Office of the Teton County, Wyoming Clerk, and (iii) written verification from the Housing Department that Buyer is a “Local Business” and able purchase the Unit (the date upon which Closing occurs is referred to herein as the “Closing Date”). It is anticipated that construction of the Unit will be substantially completed (meaning Seller has obtained a certificate of occupancy for the Unit) by March 31, 2021 (“Estimated Completion Date”). If Seller has not obtained a certificate of occupancy for the Unit within 90 days after the Estimated Completion Date (such date to be extended day for day, for any delays caused by Buyer or Buyer’s agent), then as Buyer’s sole remedy, Buyer may terminate this Contract by giving written notice of termination to Seller and Seller shall, upon receipt of this notice of termination, instruct the Title Company to return the Xxxxxxx Money to Buyer and the parties shall have no other rights or obligations hereunder. At Closing, the Xxxxxxx Money shall be transferred to Seller (and applied as a credit to the Purchase Price) and Buyer shall pay the Seller the unpaid balance of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to Buyer. Closing shall also refer to both the recordation of the Warranty Deed and disbursing of funds.

CLOSING/POSSESSION. The parties hereto agree, subject to satisfaction of the conditions precedent to Closing set forth in Section 4 and 6 herein, to close the purchase and sale of the Unit shall be consummated at a closing Property (the “Closing”) to on or before December 31, 2010 or on such earlier date as shall be held at directed by Purchaser. The Closing will take place in the offices of Purchaser’s counsel. Purchaser shall have the Title Company in Jacksonright to move the Closing to an earlier date upon at least seven (7) days prior written notice to Seller. Seller shall at the Closing execute and deliver such other documents or instruments as may be reasonably required by Purchaser, Wyoming. The Closing shall take place within 20 business days following or required by other provisions of this Agreement, or reasonably necessary to effectuate the last Closing, including, without limitation, the Deed as required by this Agreement, a commercially reasonable title affidavit, such proof of authority as may reasonably be requested, a general bxxx of sale assigning, transferring and conveying to occur of (i) Purchaser the receipt of a Certificate of Occupancy for Systems and other improvements located at the Unit issued by the Town of JacksonProperty, Wyoming; (ii) the recordation exclusive, however, of the Plat Excluded Property, which Seller shall be entitled to remove from the Property in accordance with the provisions of Section 1 of this Purchase Agreement, and Declaration in a closing statement. Purchaser shall deliver the Office portion of the Teton CountyPurchase Price due at Closing pursuant to the terms of this Agreement and execute and deliver such other documents or instruments as may reasonably be required by Seller to effectuate the Closing, Wyoming Clerkincluding, and without limitation, a closing statement. Possession shall be delivered ninety (iii90) written verification from the Housing Department that Buyer is a days after Closing (“Local Business” and able purchase the Unit (the date upon which Closing occurs is referred to herein as the “Closing Possession Date”). It ; provided, however, that in the event that Seller notifies Purchaser that Seller is anticipated that construction exercising its Lease Option (as hereinafter defined) or is deemed hereby to have exercised its Lease Option with respect to the K&B Technic Building and/or the Components Building, as the case may be, in accordance with the lease provisions set forth below, then the parties hereto (or their respective designees) shall execute and deliver at Closing a written Lease Agreement, the Term of which (including the payment of rent) shall commence as of the Unit will first day after the date of Closing. Until the Possession Date, Seller shall be substantially completed permitted to remain in full possession of the Property, subject, however, to the terms and conditions of any Lease Agreement executed by the parties with respect to the K&B Technic Building and/or the Components Building, as applicable. Purchaser hereby grants Seller the right to lease back from Purchaser at Closing one or more of the buildings (meaning but not just a portion of any building) on the Property (the “Leased Premises”) for a one year period (“Term”) beginning on the first day after the day of Closing (“Lease Option”) at a rate of $1.00 per square foot of space contained in each building. Furthermore, any such lease shall contain an option, exercisable by Seller has obtained a certificate of occupancy in its sole discretion at any time during the Term, to extend the Term up to an additional three (3) months on the same terms and conditions and at the same rental rate that existed for the Unit) by March 31, 2021 (“Estimated Completion Date”)initial Term of such lease. If Seller has not obtained fails to notify the Purchaser whether it intends to exercise the Lease Option on or before the Closing Date, Seller shall be deemed to have exercised the Lease Option as to the K&B Technic Building and the Components Building. Such lease shall be a certificate of triple-net lease and Seller shall be responsible for paying all real estate taxes, insurance costs, utility costs and other occupancy and operation costs for the Unit within 90 days after Leased Premises, on a pro rata basis (if the Estimated Completion Date (Leased Premises contains less than all of the buildings located on the Property) during its period of occupancy. Seller acknowledges and agrees that Seller shall be leasing the Leased Premises from Purchaser at Closing in its “as-is” condition and further agrees that Purchaser shall have no obligation to perform any maintenance or to make any repairs or replacements of any nature or kind to the Leased Premises during the term of such date lease, including, but not limited to, the roof and roof systems, walls, footers, foundations, Systems, or floors. Notwithstanding, Seller shall have no obligation to undertake such maintenance or repairs. Prior to Closing, Seller and Purchaser shall negotiate and execute a lease agreement reflecting such rights and obligations. Seller shall cause an initial draft of the form of lease to be extended day for day, for any delays caused drafted by Buyer or Buyer’s agent), then as Buyer’s sole remedy, Buyer may terminate its counsel and delivered to Purchaser within forty-five (45) days of the date of this Contract by giving written notice of termination to Seller and Agreement. Seller shall, upon receipt of this notice of termination, instruct the Title Company to return the Xxxxxxx Money to Buyer and the parties shall have no other rights or obligations hereunder. At Closing, the Xxxxxxx Money shall be transferred to Seller (and applied as a credit prior to the Purchase Price) date occupancy is to be delivered to Purchaser, subject, however to the provisions of Section 1 herein, remove all of its furniture, furnishings, tools, materials, supplies, unattached equipment, cranes, conveyors and Buyer shall pay conveyor systems from the Leased Premises that Seller the unpaid balance of the Purchase Pricedesires to remove and any such items remaining after such date may be disposed by Purchaser in any manner it desires; provided, and however, in all circumstances, that Seller shall deliver ‘cause all barrels, drums, cans, or similar or other containers located on the Property containing any chemicals, cleaning agents, solvents, hazardous materials, or environmental substances to be removed from the Property and Leased Premises at Seller’s sole expense. Both parties agree to negotiate in good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject faith in order to enter into the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to Buyer. Closing shall also refer to both the recordation of the Warranty Deed and disbursing of fundsabove described lease.

CLOSING/POSSESSION. The parties hereto agree to close the purchase and sale of Parcel A (hereinafter, the Unit shall be consummated at a closing “Closing of Parcel A”) on or before July 15, 2005, and to close the purchase and sale of Parcel B (“Closingthe Closing of Parcel B”) to be held at on or before the offices of the Title Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur later of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of JacksonApril 1, Wyoming; 2006, or (ii) the recordation thirty (30) days after Purchaser’s receipt of the Plat written notice from Seller certifying that Seller has completely vacated Parcel B and Declaration is no longer occupying any portion thereof, but in the Office of the Teton County, Wyoming Clerk, and (iii) written verification from the Housing Department that Buyer is a “Local Business” and able purchase the Unit (no event shall Seller occupy Parcel B beyond the date upon which is ten (10) months after the Closing occurs is of Parcel A provided the Closing of Parcel B occurs. The Closing of Parcel A and the Closing of Parcel B are collectively (or individually, as the context requires) referred to herein as the “Closing”. Each Closing Date”)will take place in the offices of Seller or Seller’s counsel. It is anticipated that construction Purchaser shall have the right to move each Closing to an earlier date with the written agreement of Seller. Purchaser has three (3) thirty (30) day extensions of the Unit Closing of Parcel A and three (3) thirty (30) day extensions of the Closing of Parcel B. To exercise these rights, Purchaser must — prior to the expiration of the scheduled Closing of Parcel A or the scheduled Closing of Parcel B, as the case may be — deliver to Seller (with a copy to Title Company) written notice of Purchaser’s exercise of the applicable thirty (30) day extension. Each time Purchaser exercises a thirty (30) day extension of the Closing of Parcel A or the Closing of Parcel B, as the case may be, Purchaser must pay to Seller an extension fee (“Extension Fee”) for such extension as follows: $50,000.00 for the first extension of either the Closing of Parcel A or B; $100,000.00 for the second extension of either the Closing of Parcel A or B; $200,000.00 for the third extension of either the Closing of Parcel A or B. Once paid to Seller, the Extension Fee is non-refundable to Purchaser for any reason other than the failure of any condition of Purchaser set forth in Paragraph 2.b. or as provided in Paragraphs 7 or 9 below, but such Extension Fee will be substantially completed applied against the Purchase Price at the Closing of the particular parcel. Seller shall at each Closing execute and deliver such other documents or instruments as may be reasonably required by Purchaser, or required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing, including, without limitation, the deed as required by this Agreement, a commercially reasonable title affidavit, such proof of authority as may reasonably be requested, and a closing statement. Purchaser shall deliver the portion of the Purchase Price due at each Closing pursuant to the terms of this Agreement and execute and deliver such other documents or instruments as may reasonably be required by Seller to effectuate the Closing, including, without limitation, a closing statement. Seller shall have the right to occupy and possess the Parcel A and Parcel B for up to ten (meaning 10) months after the date of the Closing of Parcel A, with no rent obligations, but Seller has obtained shall be responsible for paying real estate taxes, insurance costs, utility costs and other occupancy and operation costs for such parcels during its period of occupancy. Prior to the Closing of Parcel A, Seller and Purchaser shall negotiate and execute a certificate lease agreement reflecting such rights and obligations and permitting Purchaser to enter upon Parcel A and Parcel B during such occupancy period in order to conduct surveys, tests and other activities which do not interfere with Seller’s operation of its business at such parcels. Seller shall, prior to the date occupancy for is to be delivered to Purchaser, remove all property that Seller desires to remove and any items remaining after such date may be disposed by Purchaser in any manner it desires. Both parties agree to negotiate in good faith in order to enter into the Unit) by March 31, 2021 (“Estimated Completion Date”)above described Lease. If the Seller has not obtained a certificate of occupancy for the Unit within 90 days vacates Parcel A on or before six (6) months after the Estimated Completion Date (such date to be extended day for day, for any delays caused by Buyer or Buyer’s agent)Closing of Parcel A, then as Buyerconsideration for Seller’s sole remedyearly turnover of Parcel A, Buyer may terminate this Contract by giving written notice Purchaser shall pay Seller the sum of termination Three Hundred Thousand Dollars ($300,000.00) (“Incentive Fee”) within thirty (30) days after Seller’s delivery of possession of Parcel A to Seller and Seller shallPurchaser, upon receipt of this notice of terminationwhich Incentive Fee is non-refundable to Purchaser for any reason, instruct the Title Company to return the Xxxxxxx Money to Buyer and the parties shall have no other rights or obligations hereunder. At Closing, the Xxxxxxx Money shall but which Incentive Fee will be transferred to Seller (and applied as a credit to against the Purchase Price) and Buyer shall pay Price at the Seller the unpaid balance Closing of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to Buyer. Closing shall also refer to both the recordation of the Warranty Deed and disbursing of funds.Parcel B.