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. 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. (A) Seller agrees to the following closing requirements: (i) Seller shall deliver the following closing documents at Closing (unless the delivery thereof shall have been waived by Buyer in writing): (a) the Deed; (b) Certificate of Non-Foreign Status, in the form attached hereto as Exhibit C; (c) if appropriate, resolutions of Seller, property executed and approved in accordance with the by-laws of Seller, authorizing the transactions contemplated by this Agreement; (d) such other documents, instruments and certificates as may be reasonably required by the title company to fully effect and consummate the transactions contemplated hereby. (B) Buyer agrees to the following closing requirements: (i) At the time of Closing hereunder the representations and warranties of the Buyer described in Paragraph 8 hereof shall be true and correct in all material respects and there shall have been no material breach or breaches of the same by Buyer. (ii) Buyer shall deliver the following items at Closing (unless the delivery thereof shall have been waived by Seller in writing): (a) the Purchase Price plus or minus prorations and any other amounts to be paid by Buyer to Seller hereunder; (b) if appropriate, resolutions of Buyer, property executed and approved in accordance with the by-laws of Buyer, authorizing the transactions contemplated by this Agreement; (c) such other documents, instruments and certificates as may be reasonably required by the title company to fully effect and consummate the transactions contemplated hereby. (C) Buyer and Seller shall jointly deliver three (3) copies of a Closing Statement at Closing.

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 Mortgage Lender represents and warrants to the Servicer that on or prior to the Closing Date, each Mortgage Loan shall have the following: (a) A hazard insurance policy (providing fire and extended coverage, including wind damage, with an inflation adjustment provision) on the mortgaged property issued by a company: (1) qualified to do business in the State; and (2) approved by or acceptable to the PMI or GMI, as applicable. (b) If the Residence is located in an area having special flood hazards, as identified by the Secretary of HUD, flood insurance shall be maintained in the amount equal to the lesser of the outstanding principal balance of the Mortgage Loan or the insurable value, but never less than the amount sufficient to prevent application of any co-insurance clause; (c) Each Mortgage Loan (and all other documents in connection therewith, except the required appraisal) satisfies all applicable requirements set forth herein and in the Program Documents; (d) Each Mortgage Loan will be made by the Mortgage Lender at the price set under the Program Documents, will be secured by a Deed of Trust which shall constitute a first mortgage lien on a Single Family Residence occupied by Borrower as such Borrower's permanent place of residence and will be located within the boundaries of the State, will be made substantially in accordance with Mortgage Lender's then current standard underwriting policies, the underwriting standards set forth in Program Documents, and the requirements established hereby, subject to acceptance of insurer under the FHA Insurance, VA or RHS Guaranty or requirements of the PMI, will be made for the purpose of purchasing or providing permanent financing for such Residence and not for the purpose of refinancing any existing loan (except a construction period loan, a bridge loan or similar temporary initial financing which has a term of 24 months or less and that is acceptable to CDA), will have substantially level payments due the first day of each month, will have an original term of 360 months, will be made to an Eligible Borrower, as Borrower, and will contain the assumption restrictions required by Section 3.8 hereof and all other requirements of the Program Documents. (e) The principal amount of a Mortgage Loan will not exceed any applicable Loan-to-Value Ratios as established under the Program Documents and by the GMI, PMI and the applicable Mortgage Certificate; (f) As of the Purchase Date, the Mortgage Loan will be eligible...

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, pursuant to Subparagraph 2.1. b) Ginsite shall permit the Envirocon members of the Board of Directors access to 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 Ginsite's Board of Directors authorizing this Agreement; d) copies of resolutions by Envirocon's Board of Directors authorizing this Agreement; e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein; and f) Ginsite shall have amended its articles of incorporation to increase the number of shares of common stock authorize to be issued from fifty million (50,000,000) to one hundred million (100,000,000).

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. The issue and sale of the Units and the release of the funds from the Escrow Account to the Partnership 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, the Selling Agent and the Commodity Broker herein and the performance by the Partnership, the General Partner, the Selling Agent and the Commodity Broker 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 limited partners of the Partnership shall promptly be returned to them as provided in Section 2 hereof.