Closing Procedures Sample Clauses
The Closing Procedures clause outlines the specific steps and requirements that must be fulfilled by the parties to finalize a transaction, typically in the context of a sale or transfer of assets. It details the sequence of actions, such as the exchange of documents, payment of funds, and delivery of necessary approvals or consents, that must occur on the closing date. By clearly defining these procedures, the clause ensures that both parties understand their obligations and helps prevent misunderstandings or disputes at the critical final stage of the transaction.
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Closing Procedures. (i) At the Closing, (A) the Company, the guarantors party thereto, the Second Lien Notes Trustee and the Second Lien Notes Collateral Agent shall enter into a supplemental indenture to the Second Lien Notes Indenture in a form to be mutually agreed between the Company and the Holders (the “Second Lien Notes Supplemental Indenture”) permitting the issuance of the Second Lien Notes to be issued as part of the Transactions as additional notes under the Second Lien Notes Indenture and (B) the Company shall deliver to the Second Lien Notes Trustee one or more global notes representing the applicable aggregate principal amount of Second Lien Notes to be issued to the applicable Holders at the Closing.
(ii) With respect to the Purchase, at the Closing, the Company shall issue and electronically deliver, or cause to be electronically delivered, to the respective account of each Holder via one-sided Deposit/Withdrawal at Custodian (“DWAC”) through the book-entry facilities of The Depository Trust Company (“DTC”), the aggregate principal amount of Second Lien Notes set forth opposite the name of such Holder in Exhibit A hereto, free and clear of any any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), against payment by such Holder of the applicable Purchase Price by wire transfer of immediately available funds to such account specified by the Company to such Holder prior to the Closing Date.
(iii) With respect to the Exchange, at the Closing, (A) each Holder shall deliver, or cause to be delivered, to the Old Notes Trustee for the benefit of the Company all right, title and interest in and to the aggregate principal amount of its Old Notes to be exchanged at the Closing, free and clear of any Liens, together with any documents of conveyance or transfer that the Company or the Old Notes Trustee may deem necessary or desirable to transfer to the Company all right, title and interest in and to the Old Notes, free and clear of any Liens, and (B) upon the Company’s receipt of the aggregate principal amount of Old Notes of a Holder specified on Exhibit B hereto in accordance with sub-clause (A) of this Section 1.4(iii), the Company shall cause the Second Lien Notes Trustee to deliver to such Holder the aggregate principal amount of Second Lien Notes specified on Exhibit B hereto.
(iv) The delivery (A) by Holders of Old Notes to the Old Notes Trustee and (B) by...
Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records;
(ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ of sale;
(iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19;
(iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement;
(v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association;
(vi) Purchaser shall deliver any documents to be delivered required hereunder; and
(vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.
Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.
Closing Procedures. The Closing shall be held in Pitkin County, Colorado, at a time and place specified by Seller in the notice given under Subsection 10.a. above, unless extended pursuant to Section 8 above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
i. Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above;
ii. Seller shall convey title to the personal property and fixtures installed within the Unit by a bill of sale;
iii. Purchaser shall pay the balance of the Purchase Price as required by Section 4 above, the Enhancements Price (if any) as required by Section 6.g above and the other charges and fees described in this Agreement to be paid at Closing; and
iv. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. It is contemplated that immediately following the Closing, Parent will transfer its ownership interest in Acquisition Sub to VNI, a Utah corporation and publicly traded entity whose common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) to be entered into between Parent and VNI on the Closing Date. By signing this Agreement, VNI hereby:
(a) permits Seller and the Owners to rely on VNI’s representations and warranties made in the Purchase Agreement to the same extent as if they were made herein;
(b) agrees to be bound by the provisions of Section 5.4, 5.6, 5.7, 5.10 and Article VIII hereof;
(c) undertakes to issue the VNI Shares as set forth in Section 1.4(b);
(d) undertakes to issue its shares of common stock upon conversion of the Shares in accordance with their terms;
(e) represents and warrants that:
(i) the VNI Shares are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all other than restrictions on transfer provided for under the Securities Act of 1933, as amended (the “Securities Act”)
(ii) VNI’s shares of common stock issuable upon conversion of the Shares (the “Underlying Shares”), when issued in accordance with the terms of the Certificate of Designation of the Series A Cumulative Convertible Preferred Stock, will be validly issued, fully paid and nonassessable, free and clear of all Liens; and
(iii) VNI has reserved from its duly authorized capital stock a sufficient number of shares of its common stock for issuance of the Underlying Shares; and
(f) unconditionally guarantees Acquisition Sub’s obligations under the Promissory Note. -6-
Closing Procedures. If a purchase and sale of any Shares, Convertible Securities and/or other securities of the Corporation is made pursuant to this Agreement, the following shall apply:
Closing Procedures. On or before the Closing Date the Purchaser shall:
(a) pay to its Solicitors, in trust, the Unpaid Balance by negotiable cheque certified by a chartered bank or bank draft;
(b) make available to the Vendor, the undertaking of the Purchaser’s Solicitors to pay the Unpaid Balance upon the lodging of the Transfer provided that if the transaction does not complete for any reason or if Purchaser’s Solicitors are unable to comply with their undertakings, then the Purchaser’s Solicitors will either return the Transfer, unused, to the Vendor’s Solicitors upon demand, or alternatively to make application to the Registrar of the Land Title Office to have the Transfer withdrawn and to return the Transfer to the Vendor’s Solicitors upon receipt of same from the Land Title Office.
Closing Procedures. The Closing shall be held in Summit County, Colorado, at a time and place specified by Seller in the notice given under Section 8(a) above, unless extended pursuant to Section 8(a) above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Property subject only to those matters as set forth in Section 6 of this Agreement and any other title exceptions waived by Purchaser or permissible pursuant to Section 6 above;
(ii) Seller shall convey title to the personal property and fixtures installed within the Residence by a quit claim bill of sale, without warranty;
(iii) Purchaser shall pay the balance of the Purchase Price as required by Section 3(b) above; and
(iv) Purchaser and Seller shall execute and deliver such other documents, pay such other amounts, and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement and as is customary in similar transactions in Summit County, Colorado.
Closing Procedures. Subject to the satisfaction or waiver by the relevant Party of the conditions of closing set forth in Section 6, at the completion of the Purchase, the Vendor and the Purchaser shall each deliver to the other Party, a certificate or certificates representing the Purchased Shares and the Issued Shares, respectively, duly endorsed for transfer.