Closing Terms Clause Samples

Closing Terms. (a) If Riverwood provides a Specified Notice of Election to purchase any Specified Acreage pursuant to Section 6.5 and the related Specified Transfer Notice was accompanied by a definitive Contract that had been executed and delivered by Plum Creek and the applicable Specified Entity, Riverwood and Plum Creek shall close such purchase in substantial accordance with the material economic terms of such Contract, subject to Sections 6.5(c) and 6.6. (b) If such Specified Transfer Notice was not so accompanied by such a definitive Contract, Riverwood and Plum Creek shall close such purchase of such Specified Acreage in substantial accordance with the material economic terms of the Transfer Offer, subject to Sections 6.5(c) and 6.6, and to the extent consistent therewith the following terms and conditions. The following terms and conditions shall also apply to the consummation of any purchase by Riverwood of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 6.3, or of any Subject Property pursuant to an exercise of any Purchase Right in respect thereof in accordance with Section 6.4. Plum Creek shall, and cause any Former Affiliate to, comply with the following terms and conditions. (i) Riverwood shall pay one-half, and Plum Creek (or the Former Affiliate, as applicable) shall pay one-half, of all real estate and other similar transfer taxes on the deed or deeds given by Plum Creek (or the Former Affiliate, as applicable). Riverwood shall pay the costs of recording all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorney's fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions. (ii) Plum Creek (or the Former Affiliate, as applicable) shall convey the property to Riverwood by limited warranty deed, subject only to Permitted Exceptions (as defined below). In no event shall the property be subject to any deed to secure debt, or any mortgage, Lien or judgment, held by a person claiming by, through or under Plum Creek (or the Former Affiliate, as applicable). The obligation of Plum Creek (or the Former Affiliate, as applicable) to convey title to any property in accordance with this Section 6.7(b) shall not be affected by whether or not Riverwood examined title or gives any notice to Plum Creek with respect to title. If Riverw...

Closing Terms. AND CONDITIONS The transaction shall be deemed to be effective only upon payment of the $75,000 as described in Payment terms and Conditions below. Closing will be deemed to have occurred upon receipt of this first payment.

Closing Terms no later than 30 days after execution the purchase agreement.

Closing Terms. The following terms and conditions shall apply to the consummation of any purchase by Seller of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 19.4: (a) Seller shall pay one-half, and Purchaser shall pay one-half, of all transfer, excise or similar taxes on the deed or deeds given by Purchaser or SDW Timber II. Seller shall pay the recording fees for all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorneys' fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions; (b) Purchaser or SDW Timber II shall convey the property to Seller by quitclaim deed with covenant; and (c) A closing shall be held on or before the date that is 45 days after Seller delivers its Notice of Election. The exact time, place, and date of the closing for such transaction will be selected by Purchaser or SDW Timber II at least 10 days prior to such closing. At such closing, Purchaser or SDW Timber II shall execute and deliver to Seller one or more quitclaim deeds with covenant in proper form for recording, an affidavit that Purchaser or SDW Timber II is not a foreign person as defined in and in compliance with Section 1445 of the Code, satisfactory evidence of the power and authority of Purchaser or SDW Timber II, as applicable, to perform thereunder and a settlement statement.

Closing Terms. Balance of purchase price will be due at closing which will be scheduled within 60 days, unless extend longer to a time period of ten (10) days after completion and approval of land division process, if required. Real estate property taxes shall be prorated. Possession will be given at the closing. Seller shall provide an owner’s title insurance policy in the amount of the purchase price. Closing will be held at Title Company. Closing fees will be BUYERS NOTE: If you are the successful bidder, you must sign all Purchaser Agreement documents within 24 hours of the conclusion of the Auction. At that time your check will be endorsed as a non-refundable deposit on the Real Estate. That ability to obtain financing is NOT a contingency of the sale. The Auction will be conducted at the sole discretion of the Auctioneer and any bids be recognized at their discretion. NEW DATA: New data, corrections, or changes could be made after the printing of this brochure. Please arrive prior to the start of the auction to inspect and consider any new information and changes. AGENCY DISCLOSURE: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ Auction Service, Inc., its agents, employees and/or representatives are Exclusive Agents of the Seller. REAL ESTATE AUCTION PURCHASE AGREEMENT RESIDENTIAL IMPROVEMENTS ADDENDUM THIS REAL ESTATE AUCTION PURCHASE AGREEMENT RESIDENTIAL IMPROVEMENTS ADDENDUM (the "Residential THE PARTIES MUTUALLY AGREE AS FOLLOWS:

Closing Terms. Art. 52.

Closing Terms. 10 Section 4.1 Closing & Effective Date 10 Section 4.2 Payment of Purchase Price 10 Section 4.3 Representations & Warranties 11 Section 4.4 Remedy for Failure of Seller to Convey Shares 12 ARTICLE 5 DISABILITY 12 Section 5.1 Optional Purchase on Disability 12 Section 5.2 Exercise of Option 12 Section 5.3 Defining Disability 13 ARTICLE 6 VOTING & GOVERNANCE 13 Section 6.1 Supermajority Voting Rights 13 Section 6.2 Deadlock 14 Section 6.3 Founders Rights 15 Section 6.4 Management of Major Chemical 15 ARTICLE 7 NON-COMPETE & CONFIDENTIALITY. 17 Section 7.1 Covenants 17 Section 7.2 Remedies 18 Section 7.3 Continuing Employment 19 ARTICLE 8 S STATUS 19 Section 8.1 Maintaining S Corporation Status 19 Section 8.2 Permissible Shareholders 20 ARTICLE 9 REMEDIES & ARBITRATION 20 Section 9.1 Specific Performance 20 Section 9.2 Expenses of Litigation 21 Section 9.3 Arbitration 21 Section 9.4 Governing Law 21 Section 9.5 Severability 21

Closing Terms. (1) This Goods/Services Procurement Agreement is subject to and must be translated and interpreted in accordance with the provisions of the laws and regulations of the Republic of Indonesia. (2) This Goods/Services Procurement Agreement may be signed in a number of separate copies, each when signed, is considered to be the original, and all signed copies are considered to be one and the same instrument. In the event that this Goods/Services Procurement Agreement is signed in a number of separate copies, this Agreement shall be deemed to be effective on the date on which the Party's last signature to this Agreement was affixed. (3) The Parties agree that the performance of the Work is subject to the provisions of this Agreement, including but not limited to SSUP and the appendices to the Agreement, along with all amendments, additions and/or extensions thereof from time to time (if any). If there is any inconsistency between the provisions contained in the SSUP and the provisions in this Goods/Services Procurement Agreement, the provisions contained in this Goods/Services Procurement Agreement shall prevail.

Closing Terms. 8.1 It is the intention of the Agency that the terms and conditions are made available to the Client by copy or are available on the website. It is the Client's responsibility to obtain and to have read and understood the terms and conditions of the Agency. 8.2 If any provision of this Agreement shall be found to be void, invalid or unenforceable, the remainder of this Agreement shall remain in full force. 8.3 No delay or failure on the part of the Agency to exercise or enforce any rights or remedies pursuant to the terms of this Agreement shall constitute a waiver of such rights or operate to prejudice the exercise of any such rights at any time thereafter. 8.4 By ordering the services of the Agency by telephone, email, fax or through website(s) the Client agrees that he/she has read, accepted and will be bound by these terms and conditions. 8.5 The above terms and conditions shall be governed by the relevant English and Welsh law, and by agreeing to be bound by them the Client agrees to submit to the exclusive jurisdiction of the relevant courts of the UK.