Closing of ERS Purchase Sample Clauses

Closing of ERS Purchase. If ERS exercises its option pursuant to Section 2, ERS shall close the purchase of MLP's partnership interest on a mutually agreeable date and time within sixty (60) days from exercise of its option (or the next following business day if that date is a weekend or holiday) or at ERS' option, within such longer time as may have been set forth in the bona fide offer from the third party. The purchase price for MLP's partnership interest shall be paid in cash at closing. MLP and ERS shall execute such documentation and instruments, act diligently to secure any and all necessary consents, and make such deliveries as may be reasonably required or convenient to consummate any such purchase. MLP's partnership interest will be sold to ERS free and clear of all liens and encumbrances of any kind. In addition to the amount payable to MLP as the purchase price for its interest as set forth in this Section at closing MLP shall be entitled to receive from the Partnership all reimbursements, fees and other amounts owed to MLP in its capacity as operator of the Property and MLP shall be released from and indemnified against all liabilities relating to the Partnership arising as a result of events occurring after the transfer of its Partnership Interest to ERS and not based on any events occurring prior to such transfer. All reasonable expenses incurred to close the purchase as shall have been pre approved by the Partners shall be borne equally by MLP and ERS, provided that each shall bear its own attorneys' fees. Prorations of partnership income, expenses, deductions and credits shall be made as of closing. In the event ERS fails to timely perform its obligations to purchase MLP's partnership interest under this paragraph, and MLP is not in default of its obligations, such failure shall be an Event of Default by ERS and MLP shall have the rights set forth in Article 9 of the L. P. Agreement, provided, however, that the ERS shall have an automatic 30 day extension in which to perform its obligations to close the purchase of MLP's partnership interest.
Sample 1
AutoNDA by SimpleDocs

Related to Closing of ERS Purchase

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • CLOSING OF IPO The closing of the sale of the Parent Shares to the Underwriters in the IPO shall have occurred simultaneously with the IPO Closing Date hereunder.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

Time is Money Join Law Insider Premium to draft better contracts faster.