Closing Process. The Purchasing Member shall fix a closing date (the “Buy/Sell Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the Selling Member in writing of the Buy/Sell Closing Date not less than twenty (20) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The Buy/Sell Purchase Price for the Selling Member’s Membership Interest shall be paid in immediately available funds and the Selling Member shall convey good and marketable title to its Membership Interest to Purchasing Member, or its designee, free and clear of all liens and encumbrances. Each Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest by the Purchasing Member. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member shall prepare in good faith a balance sheet for the Company as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below, and such adjustments shall be made as of the Buy/Sell Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member. The cost of any title insurance policy endorsements desired by the Purchasing Member shall be paid by the Purchasing Member. All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate market. Any risk of casualty, condemnation or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing Member, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account in the adjustment of the Specified Value). In no event shall Purchasing Member be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstand...
Closing Process. The Members shall fix a closing date (the “Put/Call Closing Date”) which shall be not later than sixty (60) days after the determination of the Put/Call Purchase Price for ArchCo’s Interest in the Company in accordance with Section 15.3. The closing shall take place on the Put/Call Closing Date at the principal office of Bluerock or through escrow with a national title company. The purchase price for ArchCo’s Interest shall be paid in immediately available funds and ArchCo shall convey good and marketable title to its Interest to Bluerock free and clear of all liens and encumbrances. Each Member shall cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of ArchCo’s
Closing Process. The Closing shall be by an electronic exchange (i.e., facsimile or electronic mail) of signatures to the Buyer and Seller Documents and closing deliveries, with a subsequent delivery between Buyer and Seller of the original executed Buyer and Seller Documents and closing deliveries the following business day via Federal Express or other nationally recognized overnight carrier.
Closing Process. On the date of execution of this Agreement, the parties will each send by facsimile a copy of this executed Agreement to each other at the facsimile numbers specified herein. In addition, on the date of executing this Agreement, the parties will each send by overnight mail an original copy of this executed Agreement to each other at the addresses specified herein. Immediately thereafter, the Seller shall transmit the Blaze Stock to Xxxxxxx X. Xxxxxx, Esq., counsel for the Purchaser, duly endorsed or accompanied by stock powers, duly executed in blank with appropriate transfer stamps, who shall hold the Blaze Stock in escrow until he receives certificates representing the EESV Stock, at which point he shall deliver the Blaze Stock to the Purchaser and the EESV Stock to the Seller. In the event Xx. Xxxxxx has not received the EESV Stock from Purchaser within thirty (30) days after receipt of the Blaze Stock from Seller, Xx. Xxxxxx shall promptly return the Blaze Stock to the Seller and this Agreement and the transaction contemplated herein shall be null, void and of no legal effect.
Closing Process. Once the purchase price is set, the Closing shall occur within 30 days (or such additional time as Landlord may reasonably require to complete its internal administrative processes, not to exceed sixty (60) days) after date of receipt of the deposit, at which time Landlord shall deliver a special warranty deed, subject only to the Permitted Exceptions and any exceptions created by or with the consent of Tenant and those claiming through Tenant, reasonable evidence of authority to convey as required by the title insurance underwriter insuring the purchaser’s interest, a customary title affidavit substantially in the form of Schedule 33.6 attached hereto regarding (a) no construction liens available as a result of the acts or omissions of Landlord, (b) no parties entitled to possession other than Tenant and those claiming under Tenant, (c) representations sufficient to allow insuring of the "gap" and (d) representations sufficient to allow for no withholding under FIRPTA. As a condition to closing, no Event of Default shall exist at the time of closing. Tenant may designate one or more third parties of its choice (whether or not same is/are Affiliates of Tenant) to accept title. Tenant shall pay for documentary stamps and surtax on the deed and to record the deed. The Lease shall be released as to the Option Parcel being purchased. Fixed Rent under the Lease shall be reduced by a just and proportional adjustment and Rent under the lease(s) for the Option Parcel shall be prorated as of the Closing date. Reasonably appropriate cross easements (if not already existing) shall be entered into so that the Option Parcel and the remainder of the Premises each comprise separate Phases, provided however that if the primary beneficiary of such cross easements is the Option Parcel, the property subject to the cross easements shall be included within the acreage of the Option Parcel. The parties shall reasonably cooperate with such other customary practices and provide such other customary deliveries as either may request provided the same are not in conflict with the provisions of this Lease.
Closing Process need to put into place clear closing process so that rights and obligations under agreement as regards sale of interest can be enforced • selling co-venturer’s nominees on the JV management board should deliver resignations • third party or co-venturer buyer acting on selling co-venturer’s behalf should have the right to apply the proceeds of sale to pay down indebtedness of selling co-venturer to the JV • make provision for guarantees given by selling co-venturer • selling co-venturer should warrant good and marketable title free of all claims, encumbrances and security interests to the JV interest being sold • may need same representations from third party as from original co-venturer whose interest is being sold • need provision to deal with situation where selling co-venturer defaults often that buyer, at its option, and without limiting its other rights, can elect to complete the purchase by depositing the proceeds of sale without interest with a trustee to be held pending delivery by selling co-venturer of whatever it is required to deliver to evidence sale and buyer should have right to complete, as agent for the selling co-venturer, the transfer on the books.
Closing Process. At the Closing, (a) Seller shall confirm receipt of the Purchase Price, (b) Seller and Buyer shall, or shall cause the relevant Selling Affiliates and Buying Affiliates, as applicable, to, execute each Transaction Agreement, Bills of Sale, Assignment and Assumption Agreements and such other instruments of transfer or conveyance as may be required under Law to Transfer to Buyer the Transferred Assets, Transferred IP and Transferred Contracts and effect the assumption of the Assumed Liabilities and deliver each of them to the applicable counterparty thereto, (c) Seller shall deliver to Buyer the closing certificate referenced in Section 9.1 and Buyer shall deliver to Seller the closing certificate referenced in Section 10.2, and (d) Seller shall provide updates to the schedules except that Schedule 2.1(b) shall be updated within thirty (30) days after the Closing Date, provided such updates are administrative in nature or reflect changes performed in the Ordinary Course. The Transferred Assets and Transferred IP shall be made available on the Closing Date, where then located.
Closing Process. On the Closing Date, the following actions shall occur in the designated sequence:
Closing Process. Once the purchase price is set, and if applicable Tenant has confirmed its exercise of the Option as provided for in Section 33.5, the Closing shall occur within 30 days (or such additional time as Landlord may reasonably require to complete its internal administrative processes, not to exceed sixty (60) days) after date of receipt of the deposit, at which time Landlord shall deliver a special warranty deed, subject only to the Permitted Exceptions and any exceptions created by or with the consent of Tenant and those claiming through Tenant, reasonable evidence of authority to convey as required by the title insurance underwriter insuring the purchaser’s interest, a customary title affidavit substantially in the form of Schedule 33.6 attached hereto regarding (a) no construction liens available as a result of the acts or omissions of Landlord, (b) no parties entitled to possession other than Tenant and those claiming under Tenant, (c) representations sufficient to allow insuring of the "gap" and
Closing Process. (a) The transfer (overdracht) of the Shares shall be effected by execution of a deed of transfer, to be agreed by the Parties in good faith, by the Seller, the Buyer, the Company and the Dutch Notary (the "Notarial Deed of Transfer") on the basis of the Seller Power of Attorney, the Buyer Power of Attorney and the Company Power of Attorney.
