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.
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