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. (a) At least three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof; (ii) The Purchase Price in the manner set forth in Paragraph 2; (iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. (b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder: (i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent, (ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property; (iii) A certified copy of resolutions of Seller authorizing the within transaction; (iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing; (c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price in the manner set forth in Paragraph 2 and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Title Policy.

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

Closing Procedure. The Company or its assigns shall effect the Repurchase (if so elected) by delivering or mailing to the Participant (and/or, if applicable, any Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy or, if later, six (6) months after any exercise of the Option, specifying a Repurchase closing date within thirty (30) days after expiration of the applicable six (6) month period. Upon such notification, the Participant and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Participant or any Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such Shares by offsetting and canceling any indebtedness then owed by the Participant to the Company. At such time, the Participant and/or any holder of the Shares shall deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Closing Procedure. Escrow Holder shall close Escrow for the Transfer as follows: Record the following documents in this order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, if any, as shall be approved by the City Manager (upon consultation with City’s legal counsel) as necessary or convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (a) Instruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; (b) Instruct the Title Company to deliver to Participant the Base Participant Policy; (c) Deliver documents as set forth in this Section 2.2.6; (d) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (e) Deliver the FIRPTA Certificate, if any; (f) Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.

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