Closing Terms Sample Clauses

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. (a) The purchase and sale of the Unit pursuant to section 6(c) or 8(a) shall be concluded upon the following terms. 1. The purchase and sale price shall be the Re-sale Price as determined by applying the definition of Re-Sale Price in section 1. 2. The closing, adjustment and possession date shall be 30 days after the Option Exerciser delivers to the Option Grantor or, if the Option to Purchase is exercised after a foreclosure proceeding is commenced, delivers to the Mortgagee, notice that the Option to Purchase will be exercised, subject to section 17 if such date is not a Business Day. 3. There are no conditions precedent to the completion of the purchase and sale of the Unit after the exercise of the Option to Purchase. 4. Additional closing terms are set out in Schedule 2 hereto. (b) The parties agree that the terms in this section 9 and in Schedule 2 reflect usual conveyancing practice in Whitehorse for the purchase and sale of a residential condominium unit. If the Option Grantor, NCLTS or YHC in the future determines that the terms in Schedule 2 no longer reflect common conveyancing practice in Yukon, and the parties are not able to agree to a replacement Schedule 2, any of them may apply to a Justice of the Supreme Court of Yukon requesting that Justice to appoint a senior real estate lawyer practicing in Yukon who shall, as expert, have the power to substitute a new Schedule 2. Prior to finalizing any replacement Schedule 2, the expert shall provide a draft to the parties and receive and consider suggestions made by the parties. For certainty, the power of the expert shall be limited to reflecting usual conveyancing terms and practice as would be expected at the time between a purchaser and vendor of a residential condominium unit in Yukon and may not in any event override, change or vary any specific term set out in this Option Agreement, other than those in Schedule 2.

Closing Terms. The following closing terms shall be followed: A. Within thirty (30) calendar days after execution of the Development Agreement by both parties, the EDA, at its own expense, shall provide DVK with a title insurance commitment. B. DVK shall have 30 calendar days after receipt of the title insurance commitment to inform the EDA, in writing, if DVK has any title objections. If there are no title problems, the closing shall occur on or before May 2, 2022. If DVK makes any objections to title, the EDA shall have 45 calendar days to correct the title objections. The 45 calendar days shall commence on the date DVK notifies the EDA of its title objections. If title is corrected within said 45 calendar days, this matter shall close within 14 calendar days after title has been corrected or on or before May 2, 2022, whichever is later. If title is not corrected within said 45 calendar days, or if title cannot be corrected, DVK, at its sole and exclusive discretion, can either cancel this transaction or DVK can choose to purchase the Property subject to the title problems. C. On the date of closing, the EDA shall fully execute and deliver a general Warranty Deed to DVK which conveys marketable title to the Property, free and clear of all mortgages, liens, and other encumbrances except for the following: (1) Building and zoning laws, ordinances, federal and state regulations; (2) Restrictions relating to the use or improvements of the property without effective forfeiture provisions; (3) Reservation of any mineral rights by the State of Minnesota; and (4) Utility easements, road easements, ingress easements, egress easements, and drainage easements. (5) Easement for highway purposes, together with the rights incidental thereto, in favor of the City of Xxxxxx, as described and contained in the Highway Easement dated February 13, 1945, recorded February 17, 1945, as Document No. 105143 in Deed Record No. 36 on Page 402. (6) Terms and conditions of the instrument entitled “Access & Utility Easements”, dated March 16, 2009, recorded April 7, 2009, as Document No. 258954 unless these easements have been vacated. (7) Easements, together with the rights incidental thereto, in favor of the City of Xxxxxx, a Minnesota municipal corporation, as described and contained in the instrument entitled “Access & Utility Easements” dated April 7, 2009, recorded April 14, 2009, as Document No. 259009. (8) DVK understands that because the EDA is an economic development authority (authority...

Closing Terms. Art. 52.

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. 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. 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.