Closing Requirements Sample Clauses

Closing Requirements. (1) Within two (2) business days, the Company shall deliver to the Purchaser: (a) a duly executed share certificate registered in the name of the Purchaser, representing 225 Convertible Preferred Shares, Series B, being issued to Purchaser pursuant to this Agreement for outstanding amounts due to Purchaser and Purchaser’s affiliates for office rent, marketing services, consultant services and promissory notes; (b) a Secretary’s Certificate, duly executed by the Secretary of the Company, appending certified copies of the Company’s Fundamental Documents and minutes/resolutions of the Board of Directors of the Company (the “Board”) (and, if applicable, any committee) approving the Documents and the transactions contemplated thereby (including, without limitation, the Certificate of Designation ); (c) an Incumbency Certificate, duly executed by an authorized officer of the Company, certifying with respect to the incumbency of the officers listed thereon and the genuineness of such officers’ respective signatures.

Closing Requirements. Upon the closing date of such purchase by the Tenant of the Leased Property pursuant to the purchase option contained in Article 15 of this Lease, such date being the Expiration Date, the Tenant shall pay to the Trustee or, if no Bonds shall be Outstanding, to the Landlord, or to any persons designated by the Landlord in a written notice delivered by the Landlord to the Tenant not less than three (3) days prior to the closing date, by certified check, bank check or in federal funds, as the Trustee or the Landlord may designate, at the place within the continental United States designated in such notice, the purchase price therefor specified in Section 15.2 herein, and the following shall then occur: (a) The Landlord shall deliver to the Tenant such documents, including without limitation deeds, assignments of leases and bills of sale, as shall be necessary to convey and transfer the title to each Individual Property to the Tenant or, in the case of any Individual Property which is ground leased by the Landlord, to assign the Landlord's interest in such Individual Property to the Tenant; provided, however, that in the case of the assignment of any such ground lease, the Landlord shall also provide to the Tenant evidence of the ground lessor's consent to such assignment; (b) The Tenant shall pay (or reimburse the Landlord for) all costs, fees and charges incident to such conveyance and transfer, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, mortgage prepayment penalties and all applicable federal, state and local taxes (other than federal income taxes and state and local taxes imposed upon or measured by net income) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery and/or recording of such deed and such other instruments; (c) The Tenant shall transmit written notice to the Landlord directing the Landlord to cause the optional redemption of any and all Bonds Outstanding; (d) Upon (i) receipt by the Landlord of the notice described in Section 21.2(c) and (ii) the receipt by the Trustee of the purchase price of the Leased Property, the Landlord shall promptly cause the Trustee to redeem any and all Bonds Outstanding pursuant to the terms of the Indenture and to apply all or a portion of the purchase price to the redemption of such Outstanding Bonds; and (e) Upon (i) completion of the purchase of the Leased Property pursuant to this Article 21,...

Closing Requirements. (a) At or prior to closing the Seller will sign and deliver or have signed and delivered all deeds, agreements, documents and instruments which the Purchasers may reasonably require in order to give effect to this agreement and for the purpose of conferring upon the Purchasers the absolute ownership of the Shares purchased thereunder and such deeds, documents and instruments shall be deposited in escrow with the Purchasers' lawyer. (b) At or prior to closing, each Purchaser shall deliver a certified cheque or bank draft for the consideration to be paid by each Purchaser to the Seller pursuant to Schedule I and, if delivered prior to closing, such cheque shall be placed in escrow with the Purchasers' lawyer. (c) At closing, if all documents to be delivered pursuant to subsections 6(a) and 6(b) are delivered, then the certified cheque or bank draft, as the case may be, shall be released from escrow, if applicable, and deposited, delivered or wired by the Purchasers or the Solicitor for the Purchasers solely according to the written instructions of the Seller signed by the Seller and the remaining deeds, documents and instruments shall be released and delivered to the Purchasers. (d) Following the execution of this Agreement, the parties will do or cause to be done anything further that may be required to give full effect thereto and to the sale of the Shares to the Purchasers effected hereunder. If all documents required to be delivered pursuant to this Agreement are not delivered by 3 days following the execution of this Agreement, then all documents, cheques, instruments, and deeds shall be returned to their respective senders.

Closing Requirements. (a) At the Closing, City shall do the following: (i) Execute and deliver to the Title Company an affidavit in form and substance satisfactory to the Title Company and consistent with customary practices in ▇▇▇▇▇▇▇▇▇▇ County , Ohio, permitting the Title Company to delete from the Title Policy exceptions for mechanics' liens and parties in possession (excluding work performed by or under the direction of Developer); (ii) Execute and deliver the Deed , a closing statement and a non-foreign affidavit; (iii) Deliver to Developer evidence reasonably satisfactory to Developer that City has the authority and power to enter into this Agreement and to consummate the transaction provided for herein; and (iv) Execute and deliver such other documents as City and Developer may have agreed to deliver at the Closing or as reasonably required by the Title Company and/or Developer. (b) At the Closing, Developer shall pay the Purchase Price as provided herein to City, and shall do the following: (i) Deliver to City evidence reasonably satisfactory to City that (a) Developer is duly formed and validly existing in the State of Ohio, (b) member resolutions stating that (1) Developer has the authority and power to enter into this Agreement and to consummate the transaction provided for herein, (2) the consummation of the transaction provided for herein will not breach the organizational documents of Developer, and (3) the individuals executing all documents in connection herewith on behalf of Developer have the authority and power so to do; and (ii) Execute and deliver such other documents as City and Developer may have agreed to deliver at the Closing or as reasonably required by the Title Company and/or City. (c) The unconditional delivery to the Title Company of the Purchase Price , the Deed, and all other document and instruments required to be delivered by either party to the other by the terms of this Agreement shall be deemed to be a good and sufficient tender of performance of t h e terms hereof.

Closing Requirements. The consummation of the sale and purchase of the Property (the “Closing”) shall be effected through a closing escrow which shall be established by Seller and Buyer with the Escrow Holder utilizing a so-called “New York Style Closing” (i.e., meaning a Closing which has, on the Closing Date, the concurrent delivery of the documents of title, transfer of interests, delivery of the Title Policy or “marked-up” title commitment as described herein and the payment of the Purchase Price). Seller shall provide any customary affidavits or undertakings to the Title Company necessary for the afore-described “New York Style” type of Closing to occur. All documents to be delivered at the Closing and all payments to be made shall be delivered on or before the Closing Date as provided herein.

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: a) the securities to be delivered pursuant to Subparagraph 2.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; b) delivery of all corporate records of Beach Couch to the new management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; c) copies of resolutions by VIPC's Board of Directors authorizing this Agreement; d) copies of resolutions by Beach Couch's Board of Directors authorizing this Agreement; and e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Closing Requirements. As a condition precedent to the Effective Date, the following matters shall have been satisfied (collectively, “Closing Conditions”): (a) The Title Company must be unconditionally prepared to deliver to Master Tenant an ALTA form of leasehold owner policy of title insurance (“Title Policy”), at Landlord’s sole cost and expense, in accordance with the Title Commitment, as revised pursuant to Master Tenant’s comments or objections, or otherwise in conformance with a Proforma Owner’s Policy of Title Insurance approved by Master Tenant as of the closing. (b) If a Fee Mortgage will exist as of the Effective Date, all Fee Loan Documents have been delivered to Master Tenant and Master Tenant has approved of the terms of the Fee Mortgage and Fee Loan Documents, such approval not to be unreasonably withheld.

Closing Requirements. The issue and sale of the Units and the release of the funds from the Escrow Account to the Fund(s) shall be subject to the accuracy on and as of the Closing Date of, and compliance on each Closing Date with, the representations and warranties of the General Partner and the Selling Agent herein and the performance by the Fund(s), the General Partner and the Selling Agent of their obligations hereunder. The General Partner may terminate this Agreement at any time, in its discretion. In the event of any such termination, all subscriptions received from prospective investors of the Fund(s), but not yet accepted by the Fund shall promptly be returned to them as provided in the Prospectus.

Closing Requirements. Seller, Hartman and Purchaser shall take the f▇▇▇▇▇▇▇g actions ("Closing Requirements") at or prior to the Closing: 4.2.1. Seller shall take such actions and execute and deliver to Purchaser such bills of sale, certificates of title, endorsements, assignments, or other instruments, with all documentary or transfer taxes applicable thereto duly paid or provided for, as shall be necessary to vest in Purchaser at the Effective Time good and marketable title to the Purchased Assets and to assign to Purchaser such leases with respect to real property and other Purchased Contracts as are being assumed by Purchaser in connection herewith, together with all necessary consents of third parties applicable thereto, subject in each case to no liens, encumbrances, claims, restrictions, security interests, obligations, liabilities or rights in any other party whatsoever except for the Assumed Liabilities. 4.2.2. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary of State of Florida) of Seller's Articles of Incorporation, including all amendments thereto and restatements thereof. 4.2.3. Seller shall have delivered to Purchaser a certified copy (certified by the Secretary or other appropriate officer of Seller) of Seller's Bylaws, including all amendments thereto and restatements thereof. 4.2.4. Seller shall have delivered to Purchaser certified copies (certified by the Secretary or other appropriate officer of Seller) of resolutions and/or consents setting forth the authorization and approval of the Board of Directors and shareholders of Seller of the execution, delivery and performance of this Agreement and all other agreements, documents and transactions pertaining hereto or contemplated hereby. 4.2.5. Seller and Hartman shall have executed and delive▇▇▇ ▇▇ Purchaser the Noncompetition and Confidentiality Agreement (as hereinafter defined and in the form of Exhibit A hereto). 4.2.6. Seller shall have delivered to Purchaser a certificate of the Secretary or other appropriate office of Seller dated the Closing Date certifying as to the incumbency of officers and Directors of Seller, the accuracy and completeness of the Articles of Incorporation and Bylaws of Seller, the continuing effectiveness of Seller's authorizing resolutions, and such additional matters as are customary for similar transactions and as Purchaser shall reasonably request. 4.2.7. Seller shall have delivered to Purchaser certificates of public officials as of a current...