Purchase Price Payment and Seller’s Post-Closing Work Obligation Acknowledgments Sample Clauses

Purchase Price Payment and Seller’s Post-Closing Work Obligation Acknowledgments. Notwithstanding anything to the contrary, Seller acknowledges and agrees that (a) Buyer’s obligation to purchase the Closing Assets from Seller is subject to the terms and conditions of this Agreement, including the satisfaction (or waiver) of the conditions to the Closing set forth in Article XXI (Buyer’s Conditions to Closing), (b) Buyer will not make progress or similar advance payments of the Purchase Price to Seller and the Purchase Price will be payable in three (3) installments due on each of the Closing Date, the Substantial Completion Payment Date, and the date on which Final Completion is achieved, and subject to adjustment from time to time as described in this Agreement, (c) if the Closing does not occur, Seller will retain all of the Project Assets, subject to limited exceptions set forth in Section 25.2, and (d) if the Closing occurs, Seller’s obligation to cause the Work to achieve Substantial Completion and Final Completion and to perform its other obligations under this Agreement will continue and, except to the extent provided in fully executed and delivered Post-Closing Assignment and Assumption Agreements and Section 25.2, will not be assumed by Buyer.
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Related to Purchase Price Payment and Seller’s Post-Closing Work Obligation Acknowledgments

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE Section 2.01. Sale of the Mortgage Loans.............................2 Section 2.02. Obligations of Sellers Upon Sale.......................3 Section 2.03. Payment of Purchase Price for the Mortgage Loans.......6

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • FINAL PAYMENT AND CLOSE-OUT A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

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