Closing Procedure Sample Clauses

Closing Procedure. The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Closing Procedure. Title Company shall close escrow when it is in a position to: (i) pay to Landlord, in immediately available funds, the amount of the Purchase Price, as such amount may be increased or decreased as a result of the allocation of the closing costs and prorations as specified in Paragraphs 5.5 and 5.6 and Landlord's obligations with respect to security deposits as specified in Paragraph 5.7; and (ii) issue to Tenant the policy of title insurance referred to in Paragraph 2.

Closing Procedure. Unless otherwise agreed or stated herein, the Closing shall be in accordance with the Governing Law where the Property is located.

Closing Procedure. The transaction contemplated in this Agreement will be closed (“Closing”) in Escrow by Escrow Agent on December 1, 2011 (“Closing Date”); provided, however, Buyer shall have the right to unilaterally extend the Closing Date to December 15, 2011 if Buyer has not received the Threshold Estoppels upon delivery of written notice to Seller and Escrow Agent no later than November 29, 2011 and payment of the Extension Deposit as required below. Upon receiving such notice, Seller shall open a separate escrow account with Title Company and notify Buyer thereof (which may occur by email). Buyer shall thereafter deposit an extension fee into such separate account in the amount of Twenty Million and No/100 Dollars ($20,000,000.00) (“Extension Deposit”) by the end of the next business day following Buyer’s receipt of Seller’s notice, which Extension Deposit shall be non-refundable except as expressly provided herein and shall represent additional consideration for Seller’s extension of the Closing Date. Failure to timely make such Extension Deposit or otherwise timely close shall constitute a material breach of this Agreement. The Extension Deposit shall be considered separate and apart from the “Deposit” for all purposes hereunder, but shall be applicable to the Purchase Price at Closing. In addition to the foregoing, Seller shall have the right, upon delivery of written notice to Buyer and Escrow Agent, to unilaterally extend the Closing Date to December 30, 2011 if Seller has not been able to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1; provided, however, that if Seller sooner obtains such estoppel certificates, Closing shall occur as soon as practicable thereafter. Notwithstanding anything in this Agreement to the contrary, if Seller has extended the Closing Date and made the efforts required herein to obtain estoppel certificates from the Existing Occupants listed on Schedule 1 of EXHIBIT I-1, then Closing shall occur on December 30, 2011 regardless of whether Seller has obtained such estoppel certificates. If the transaction contemplated by this Agreement fails to close by the Closing Date (as may be extended as noted above), this Agreement, and all of Buyer’s rights with respect to the acquisition of the Property, shall terminate, the parties shall have the rights and obligations as provided in Article 9, and upon request, Escrow Agent shall return to the parties, respectively (except as otherwise provided herein)...

Closing Procedure. A. At the Closing, the Seller shall (a) deliver to the Purchaser, (b) deliver to the Escrow Agent, or (c) cause a national title company acceptable to the Purchaser (the “Title Company”) to issue, as appropriate, the following, all in form and substance reasonably satisfactory to the Purchaser, as applicable: For any Parcel then owned by the Seller: A deed in the form required by the County, duly executed and acknowledged by the Seller, conveying to the Purchaser, or the Purchaser’s designee, good, marketable title to the Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. For any Parcel where the Seller has only an option, An assignment of the Seller’s option in such Parcel, in the form and substance reasonably satisfactory to the Purchaser, transferring to the Purchaser, or the Purchaser’s designee, the Seller’s option in such Parcel, in proper form for recording and subject only to the Permitted Title Exceptions. The option exercise price shall be deducted from the Purchase Price. And provided further, the Seller shall deliver, (i) An affidavit executed by the Seller, stating the Seller’s U. S. Taxpayer identification number and that the Seller is not a “foreign person” (as defined under the Foreign Investment in Real Land Tax Act and the regulations promulgated thereunder) and that the Purchaser is not required to withhold any portion of the Purchase Price under the provisions of such Act. (ii) The Title Policy in the form required under Article VI. (iii) All such further instruments and documents as are normally made or delivered in connection with the sale of property similar to the Property in the county and state where the Property is located or as may be necessary, expedient, proper, or appropriate in the reasonable opinion of the Purchaser or the Purchaser’s counsel, in order to complete the transactions contemplated by this Agreement. B. On the date of the Closing, and provided that all conditions precedent to the Purchaser’s obligations under this Agreement are satisfied, the Purchaser shall deliver to the Escrow Agent, the amount of the Purchase Price (less credits, adjustments, and prorations in accordance with this Agreement) by wire transfer or other immediately available funds. C. On the date of Closing, the Escrow Agent shall disburse the Purchase Price (as adjusted by prorations, adjustments and credits and the Seller’s closing costs) to the Seller, and the Seller shall deliver possession of the Prope...

Closing Procedure. The Closing shall proceed in the following manner:

Closing Procedure. On the Closing Date, and provided all of the Buyer’s Conditions Precedent and Seller’s Conditions Precedent set forth in Sections 7(a) and 7(b) of this Agreement have been satisfied or waived in writing by the appropriate party (per Section 7(c)), Escrow Holder shall immediately close Escrow in the manner and order provided below.

Closing Procedure. Unless otherwise agreed or stated herein, the Closing shall be in accordance with the laws located in the State of South Dakota.

Closing Procedure. (i) At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on Seller's delivery of the Deed, in the form attached hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the Title Company's delivery of the marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with Section 6 above. (ii) Possession of the Property shall be delivered to the Buyer at Closing, in the same condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted.