Closing Procedure Sample Clauses

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. Following the Borrower's notice of the Delivery Date for any Aircraft as provided in Section 2 hereof, the parties will pre-position the executed Mortgage and/or Mortgage Supplement with FAA counsel in Oklahoma City, Oklahoma, together with the FAA Bill of Sale for such Aircraft and the application for registrat▇▇▇ of such Aircraft in the name of the Borrower. On such Delivery Date and in sufficient time to permit the closing to occur during business hours of the FAA in Oklahoma City, Oklahoma, each Lender will wire transfer its Commitment for such Aircraft to the Seller. On each Delivery Date, by conference telephone call among the Seller, the Borrower, the Lenders (and/or their counsel acting on their behalf), the Administrative Agent and FAA counsel, the Seller will authorize the filing of the FAA Bill of Sale for the Aircraft to be delivered on such Delivery D▇▇▇ and the Borrower will authorize the filing of the Mortgage and/or the Mortgage Supplement for such Aircraft upon receipt by the Seller of the Original Amount of the Loan for such Aircraft. The irrevocable authorization to FAA counsel to date the FAA Bill of Sale and the Mortgage Supplement for such Aircraft and f▇▇▇ the FAA Bill of Sale and the Mortgage and/or Mortgage Supplement for suc▇ ▇▇rcraft will occur prior to the transfer of the Original Amount of the Loan for such Aircraft to the Seller, but the filing will not occur until the Seller's receipt of the purchase price for such Aircraft. The Note(s) will be delivered to the Lenders, as applicable, and legal opinions delivered to all parties immediately following the filing of the FAA Bill of Sale and the Mortgage and/or Mortgage Supplement for suc▇ ▇▇rcraft at the FAA.

Closing Procedure. The Closing shall proceed in the following manner:

Closing Procedure. The transaction contemplated in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein)...

Closing Procedure. (i) At Closing, Buyer will deliver the Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit C, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property will be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted. (iii) At Closing, Buyer and Seller will execute and deliver the Assignment And Assumption Of Lease attached hereto as Exhibit D (the "Assignment"), in accordance with Section 12 below. (iv) At Closing, Buyer and Seller will execute and deliver the Temporary Parking Lot Access Agreement attached as Exhibit E. (v) At Closing, Seller will execute and deliver to Buyer an access easement agreement, in a form to be agreed upon by the Parties' and their respective counsel, under which Seller will grant to Buyer a non-exclusive easement for pedestrian and vehicular access over and across the eastern half of Outlot A and a portion of the eastern half of Outlot B as said outlots are shown on the recorded plat of Vail's Subdivision (First Replat) recorded on October 4, 2013, as Document No. 1330638 in the Office ofthe Recorder of St. ▇▇▇▇▇▇ County (the "Access Easement Agreement"). The purpose of the Access Easement Agreement will be to permit Buyer various access points to the Building in service of its anticipated storage-related use of portions of the Building. Buyer will be responsible for all maintenance of the easement area subject to the Access Easement Agreement.

Closing Procedure. Title Company shall close escrow when it is ----------------- in a position to: (i) pay to Landlord, in immediately available funds, the amount of the Purchase Price, as such amount may be increased or decreased as a result of the allocation of the closing costs and prorations as specified in Paragraphs 5.5 and 5.6 and Landlord's obligations with respect to security -------------- --- deposits as specified in Paragraph 5.7; and (ii) issue to Tenant the policy of ------------- title insurance referred to in Paragraph 2. -----------

Closing Procedure. At the Closing, the Seller shall deliver to Purchaser such bills of sale, instruments of assignment, transfer and conveyance and similar documents as Purchaser shall reasonably request. Against such delivery, Purchaser shall (i) issue and deliver to Seller the purchase price in accordance with Section 2.1 above and (ii) execute and deliver the assumption agreement with respect to the Assumed Contracts as are contemplated by Section 1.2 hereof. Each party will cause to be prepared, executed and delivered all other documents required to be delivered by such party pursuant to this Agreement and all other appropriate and customary documents as another party or its counsel may reasonably request for the purpose of consummating the transactions contemplated by this Agreement. All actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed.

Closing Procedure. On the Closing Date, and provided all of the Buyer’s Conditions Precedent and Seller’s Conditions Precedent set forth in Sections 7(a) and 7(b) of this Agreement have been satisfied or waived in writing by the appropriate party (per Section 7(c)), Escrow Holder shall immediately close Escrow in the manner and order provided below.

Closing Procedure. Unless otherwise agreed or stated herein, the Closing shall be in accordance with the laws located in the State of North Dakota.