Gap Closing Sample Clauses

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Gap Closing. Seller and Buyer acknowledge and agree that the Close of Escrow shall be effectuated through a “gap” or ‘New York style” closing, which means that the Close of Escrow may occur without the concurrent or prior recordation of the Deed, so long as the Title Company has issued, or irrevocably committed to issue, the Title Policy in accordance with the terms and conditions of this Agreement, and agree to provide such documents required by Escrow Holder to effectuate same.
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Gap Closing. Buyer and Seller have delivered to the Title Company a recordable Memorandum of Agreement and Escrow Instructions for Purchase and Sale of Real Property and a Memorandum of Acquisition Agreement (collectively, the “Memoranda”) and a Mutual Termination and Release. The Title Company is hereby authorized and directed to record the Memoranda on May 19, 2008 and to record the Mutual Termination and Release on the Close of Escrow. Buyer and Seller have also delivered to the Title Company an Indemnity Agreement, for the benefit of the Title Company. In connection with its receipt of the Indemnity Agreement and recordation of the Memoranda, the Escrow Holder shall disburse to the Seller the Purchase Price (adjusted as described in Section 2.2) on May 19, 2008, and the Title Company shall insure title to the Property in accordance with the Title Company’s pro forma, which is to be updated as of May 19, 2008.
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Gap Closing. The annual Local Report Card will show an increase in overall gap closing from the 2020 – 2021 LRC or the most current published LRC data, if no data is available for the 2020 – 2021 school year. Year(s) 2019 - 2020 2020 - 2021 2021 - 2022 ACTUAL N/A N/A RATING Not Met (0pt) Met (1pt) N/A N/A Evaluation of the goal will be determined by the review of the 2021 – 2022 Local Report Card published in the fall of 2022. The annual Local Report Card will show an increase in the overall graduation rate percentage from the 2020 – 2021 LRC or the most current published LRC data, if no data is available for the 2020 – 2021 school year. Year(s) 2019 - 2020 2020 - 2021 2021 - 2022 ACTUAL N/A N/A N/A RATING Not Met (0pt) Met (1pt) N/A N/A N/A Evaluation of the goal will be determined by the review of the 2021 – 2022 Local Report Card published in the fall of 2022. 2021 – 2022 Performance Framework Goals
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Gap Closing. Because the total number of Transaction Documents to be recorded at Closing exceeds the number that the Hawaii Bureau of Conveyances will accept from Escrow for regular recording on a single day, Buyer and Seller have agreed that certain documents required to be recorded on the Closing Date under this Agreement shall instead be recorded after the Closing Date as set forth in the Escrow Instructions attached hereto as Exhibit J (“Gap Closing Escrow Instructions”). The Transaction Documents to be recorded on the Closing Date will be listed under the Tranche One heading on Exhibit A to the Gap Closing Escrow Instructions, and the Transaction Documents to be recorded after the Closing Date will be listed under the Tranche Two, Tranche Three, etc. heading on Exhibit A to the Gap Closing Escrow Instructions (the “
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Gap Closing. The Closing shall take place in such a fashion that the Title Company selected to issue the Title Policy to the Purchaser shall insure the gap in time between the last examination of title to the Property and the recording of the Deed to the Property in favor of Purchaser, the Closing cash proceeds due Seller hereunder shall be disbursed to Seller upon the written undertaking of the insurance of such “gap” by the title insurer at the Closing and the Title Company shall immediately proceed to record the Special Warranty Deed and thereafter issue its owner’s policy of title insurance to the Purchaser. Seller shall furnish such Title Company with appropriate Affidavits and other documents of Seller as it may reasonably require to insure the “gap”.
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Gap Closing. As an accommodation to Seller, Purchaser has agreed that certain documents required to be recorded on the Closing Date under the Agreement shall instead be recorded after the Closing Date as set forth in the Escrow Instructions attached hereto as Exhibit 2 (“Gap Closing Escrow Instructions”). The Closing documents to be recorded on the Closing Date are listed under the Tranche One heading on Exhibit A to the Gap Closing Escrow Instructions, and the Closing documents to be recorded after the Closing Date are listed under the Tranche Two heading on Exhibit A to the Gap Closing Escrow Instructions (the “Late-Recording Documents”). Seller and Purchaser acknowledge and agree that notwithstanding the date of recording the Late-Recording Documents, those documents shall be dated and deemed effective as of the Closing Date as if they had been recorded concurrently with the rest of the Closing documents, and the delay in their recording shall not be deemed to impair the effectiveness of the Closing in any respect, including without limitation, with respect to transfer of possession and risk with respect to the Property or prorations. Seller agrees that between the Closing Date and the date of recording of the Late-Recording Documents it shall not encumber, impair, exercise, modify or terminate any of the agreements, rights or interests that are conveyed by the Late-Recording Documents, and shall indemnify, defend and hold Purchaser harmless from and against any claims or losses arising from Seller’s breach of this covenant. Seller shall bear any additional escrow fees or costs incurred due to the deferral of recording of the Late-Recording Documents. This Section shall survive Closing.
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Related to Gap Closing

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the ▇▇▇▇▇▇▇ money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • First Closing The First Closing shall have occurred.

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.