Closing and Escrow Clause Samples
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Closing and Escrow. A. The date of the Closing (the “Closing Date”) shall be the date that is thirty (30) days after the expiration of the Due Diligence Period, unless otherwise mutually agreed upon by both parties. Notwithstanding the foregoing, in the event that additional time is needed for Seller to satisfy the Conditions Precedent or to effectuate the 1031 exchange described in Section 18(M), Seller shall have the right upon ten (10) days prior written notice to Buyer, to extend the Closing Date for a period not to exceed thirty (30) days. If the Closing has not occurred by the Closing Date, as extended pursuant to the foregoing sentence, then such delay shall constitute a default by Seller under this Agreement and Buyer shall have all rights and remedies set forth in Section 6(B) herein.
B. Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this Agreement shall serve as instructions to the Title Company (as the escrow holder for consummation of the purchase and sale contemplated hereby). Seller and Buyer agree to execute such additional escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event any conflict between such additional instructions and the terms of this Agreement, the terms of this Agreement shall prevail.
C. At or before the Closing, Seller shall deliver to Buyer the following documents:
(i) a duly executed and acknowledged Deed, subject only to the Permitted Encumbrances;
(ii) a duly executed ▇▇▇▇ of Sale;
(iii) a duly executed Assignment;
(iv) originals of the Service Contracts and any other relevant original Due Diligence Materials not previously delivered to Buyer pursuant to Section 5 above;
(v) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 and is not subject to withholding under California or U.S. tax law in form reasonably acceptable to Buyer, duly executed by Seller;
(vi) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners and/or shareholders as shall be reasonably required by Buyer and/or the Title Company;
(vii) a closing statement in form and content satisfactory to Buyer and Seller; and
(viii) any other instruments, records or correspondence called for hereunder which have not previously been deliv...
Closing and Escrow. Section 8.1
Closing and Escrow. The Closing shall take place on the Closing Date at the New York, New York office of Proskauer Rose LLP (except that any documents that are required to be recorded shall be delivered to the Title Company), or such other place as Seller and Purchaser shall agree in writing; it being agreed that, except for documents required to be recorded, any Closing Documents may be delivered via the email exchange of PDFs, provided that manually signed counterparts of any PDF Closing Documents are sent to the applicable counterparty via overnight courier on the Closing Date. This Agreement shall not be merged into any Escrow Instructions, but any Escrow Instructions shall be deemed auxiliary to this Agreement and, as between Purchaser and Seller, the provisions of this Agreement shall govern and control. Notwithstanding anything to the contrary set forth herein, Purchaser shall have the right, in its sole and absolute discretion (and without prejudice to any of its rights under this Agreement), to extend the Closing Date for a period of up to sixty (60) days upon thirty-five (35) days’ prior written notice to Seller. Within three (3) Business Days after Purchaser elects to make such extension, Purchaser shall deposit with the Escrow Company, as escrow agent, the additional amount of EIGHT MILLION DOLLARS ($8,000,000), by wire transfer of immediately available United States of America funds, as a further e▇▇▇▇▇▇ money deposit (together with interest earned thereon, the “Extension E▇▇▇▇▇▇ Money”). The Extension E▇▇▇▇▇▇ Money shall form part of the E▇▇▇▇▇▇ Money and the Allocated E▇▇▇▇▇▇ Money for all purposes of this Agreement. Notwithstanding anything herein to the contrary: (a) if Purchaser exercises its right to extend the Closing Date as provided above, the total Purchase Price shall be increased by FIVE HUNDRED THOUSAND DOLLARS ($500,000); and (b) upon Purchaser's payment of the Extension E▇▇▇▇▇▇ Money, Escrow Agent shall disburse to Seller TEN MILLION DOLLARS ($10,000,000) of the E▇▇▇▇▇▇ Money to Seller as directed by Seller in writing and without further instruction, approval or consent of Purchaser. The TEN MILLION DOLLARS ($10,000,000) disbursed to Seller by Escrow Agent shall nonetheless remain a part of the E▇▇▇▇▇▇ Money, and in the case where this Agreement is terminated in accordance with its terms and Purchaser is entitled to a refund of the E▇▇▇▇▇▇ Money, Seller shall be required to promptly deliver to Purchaser after such termination the TEN MILLION DOLLAR...
Closing and Escrow. The consummation of the transaction contemplated herein ("Closing") shall occur on the Closing Date at the offices of King and Spalding. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. The Escrow Agent shall agree in writing with Seller and Purchaser that (1) recordation of the Deeds constitutes its representation that it is holding the closing documents, closing funds and closing statement and is prepared and irrevocably committed to disburse the closing funds in accordance with the closing statements and (2) release of funds to the Seller shall irrevocably commit it to issue the Title Policy in accordance with this Agreement. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement.
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Member’s local counsel, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Gravel & ▇▇▇▇ PC (“Escrow Agent”), and this Agreement shall serve as instructions to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the escrow holder for consummation of the contribution contemplated hereby substantially concurrently with the execution and delivery of this Agreement. Member and Company agree to execute such additional escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.
(b) The parties shall endeavor to conduct an escrow closing pursuant to Subparagraph 4(a) above. If, however, an escrow Closing is not practical, the Closing hereunder shall be held and delivery of all items to be made at the Closing shall be made at the offices of Member in Newport Beach, California. The Closing shall occur substantially concurrently with the execution and delivery of this Agreement, and not later than June 30, 2017, time being of the essence (date on which the Closing occurs is referred to herein as the “Closing Date”).
(c) At or before the Closing, Member shall deliver to Company or the Escrow Agent, as appropriate, the following:
(i) a duly executed and acknowledged Deed;
(ii) a duly executed ▇▇▇▇ of Transfer;
(iii) a duly executed Assignment of Intangible Property;
(iv) closing statement in form and content satisfactory to Company and Member;
(v) a duly executed Unit Issuance Agreement; and
(vi) any other instruments, records or correspondence called for hereunder which have not previously been delivered. Company may waive compliance on Member’s part under any of the foregoing items by an instrument in writing.
(d) At or before the Closing, Company shall deliver to Member or the Escrow Agent, as appropriate, the following:
(i) a duly executed Assignment of Intangible Property;
(ii) a duly executed Contract Assignment;
(iii) a duly executed Unit Issuance Agreement; and ID #1882
(iv) a closing statement in form and content satisfactory to Company and Member.
(e) Company shall be responsible for the following:
Closing and Escrow. The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, Escrow Agent shall immediately record and deliver the Deed and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties understand that the Closing shall occur in San Diego, California requiring that all necessary deliveries to escrow must be completed by 11:00 A.M. on the Closing Date.
Closing and Escrow a. The Closing date shall be December 31, 2024, provided there are no unforeseen delays. Closing shall not be later than seven calendar days after the designated closing date unless a further extension is agreed upon in writing between the Buyer and Seller. If any of the parties intend to have a title company or escrow agent close the transaction, the parties shall mutually agree upon such a company or agent with costs to be split between parties. The costs of Escrow are separate and apart from the Purchase Price. Both the Buyer and Seller shall submit all documentation and other information requested by the title company/escrow agent needed to close the transaction. The parties shall fix a date and time with the title company/escrow agent to close the transaction.
b. On the Closing Date, any inventory, equipment, or fixtures to be transferred will be provided by Seller to Buyer as specified by Buyer.
Closing and Escrow a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees.
b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and ▇▇▇▇▇ agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control.
c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company 45 days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement.
d. At or before the Closing, Seller shall deposit into escrow the following:
i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and
e. Before Closing, Buyer shall deposit into escrow the following items:
i. Funds necessary to close this transaction, in accordance with Paragraph 3 above.
f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.
Closing and Escrow i. Upon execution of this Agreement, the parties will deliver to the escrow agent or seller or his agent:
ii. a fully executed counterpart of this Agreement, and
iii. a fully executed escrow agreement attached hereto as Exhibit “B” (“Escrow Agreement”).
b. The final transfer of the Certificate (the “Closing”) will take place immediately following: (i) Buyer’s payment of the Purchase Price in full; and
Closing and Escrow. The Closing will take place on a date and place mutually agreeable by Purchaser and the Seller (or at the main downtown Chicago Illinois office of the Title Company if the place is not so agreed) following satisfaction (or waiver in writing) of all other conditions precedent in Article VI hereto benefiting the applicable party, and pursuant to which the Purchaser and Seller and their respective counsel need not be present and may wire transfer funds and deliver documents by overnight courier or other means, provided in no event shall the Closing Date occur later than ninety (90) days after the Effective Date hereof. This Agreement shall not be merged into any Escrow Instructions, but any Escrow Instructions shall be deemed auxiliary to this Agreement and, as between Purchaser and Seller, the provisions of this Agreement shall govern and control.