New York Style Closing Sample Clauses

New York Style Closing. It is contemplated that the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the payment of the Purchase Price. Seller and Purchaser shall each provide any reasonable undertaking to the Title Company necessary to accommodate the New York Style Closing.
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New York Style Closing. It is contemplated that the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the Title Policy or marked-up Title Commitment described in Section 4.2(d) and the payment of the Purchase Price. Seller and Purchaser agree to use reasonable efforts to complete all requirements for Closing prior to the Closing Date. Seller and Purchaser also agree that disbursement of the Purchase Price, as adjusted by the prorations and adjustments, shall not be conditioned upon the recording of the Deed, but rather, upon the agreement by the Title Company to issue the Title Policy. Seller and Purchaser shall each provide any undertaking to the Title Company reasonably necessary to accommodate the New York Style Closing.
Sample 1
New York Style Closing. It is contemplated that the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the payment of the Purchase Price. Seller and Purchaser agree that disbursement of the Purchase Price, as adjusted by the prorations, shall not be conditioned upon the recording of the Deed, but rather, upon the agreement by the Title Company to issue the title policy. Seller and Purchaser shall each provide any undertaking to the Title Company necessary to accommodate the New York Style Closing.
Sample 1
New York Style Closing. The transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interests, delivery of the owner's title policy and the disbursement to Seller of the Base Purchase Price. Seller shall provide any undertaking (the "Gap Undertaking") to the Title Insurer necessary to the New York Style Closing provided the Gap Undertaking will not cover encumbrances and title defects created by or through Purchaser or any tenants under Leases. Seller and Purchaser shall each pay 50% of the charges of the Title Insurer for such New York Style Closing.
Sample 1
New York Style Closing. At the request of the Company or the Contributors, the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interests, delivery of the title policy or marked up Title Commitment described in Section 5.01 and the payment of the Contribution Price. The Contributors shall provide any undertaking (the "Gap Undertaking") to the Title Company necessary for the New York Style Closing to occur. The cost of New York style closing shall be paid by the Company unless the transaction fails to close, in which event Contributors and Company shall each pay fifty percent (50%) of the charges of the Title Company for such New York Style Closing.
Sample 1
New York Style Closing. At Buyer's written election, the sale of any particular Property may be closed by means of a so-called New York Style closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the "Owner's Title Policy" or "Owner's Title Commitment" (as such quoted terms are hereinafter defined) for such Property, and the payment of the Purchase Price for such Property, as adjusted for the allocations of transaction costs and prorations provided herein. In the event of a New York Style Closing for any particular Property, (a) the "CLOSE OF ESCROW" for such Property shall be the date of such concurrent deliveries, and (b) the applicable Seller (or all the Sellers if required by Escrow Holder) shall provide any undertaking, affidavit or indemnity (including a gap indemnity) to assist or enable the Title Company to accommodate the New York Style Closing. In no event shall Buyer be required to furnish any undertaking, affidavit or indemnity for a New York Style Closing.
Sample 1
New York Style Closing. It is contemplated that the transaction shall be closed by means of a so called New York Style Closing, with the concurrent delivery of the documents of title, the irrevocable commitment to deliver the Title Policy and the payment of the Purchase Price. Notwithstanding the foregoing, there shall be no requirement that Seller and Buyer physically meet for the Close of Escrow, and all documents to be delivered at the Close of Escrow shall be delivered to the Escrow Holder unless the parties hereto mutually agree otherwise. Seller and Buyer agree to use reasonable efforts to complete all requirements for the Close of Escrow prior to the Closing Date; provided, however, if the calendar day immediately preceding the Closing Date is not a business day, then Buyer at its option shall deposit the balance of the Purchase Price in Escrow on or prior to 9:00 A.M. (California time) on the Closing Date, or if the foregoing amount is deposited in Escrow after 9:00 A.M. (California time) on the Closing Date, then by such time so that the funds due Seller pursuant to this Agreement are received by Seller in sufficient time for reinvestment on the Closing Date and if the Closing occurs with the “Assumption” (as hereinafter defined), “Lender” (as hereinafter defined) receives the amount required for payoff of the “Existing Loan” (as hereinafter defined) by the time provided by Lender for payoff of the Existing Loan, and provided further, if such amount is deposited in Escrow after 9:00 A.M. (California time) on the Closing Date and the funds due Seller pursuant to this Agreement are not received by Seller in sufficient time for reinvestment on the Closing Date and/or if the Closing occurs without the Assumption, Lender does not receive the amount required for payoff of the Existing Loan by the time provided by Lender for payoff of the Existing Loan, then Buyer shall reimburse Seller for loss of interest due to the failure to reinvest Seller’s funds on the Closing Date and/or any interest charged by Lender for failure to receive the payoff amount by the time provided by Lender, as applicable. The provisions of the foregoing sentence shall survive the Close of Escrow. Seller and Buyer also agree that disbursement on the Closing Date of the Purchase Price, as adjusted by the prorations, shall not be conditioned upon the recording of the Deed, but rather upon the satisfaction or waiver of all conditions precedent to the Close of Escrow and the irrevocable agreement by the Title...
Sample 1
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New York Style Closing. At the request of either party, the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interests, delivery of the title policy described in Section 5.01 and the payment of the Contribution Price. The Contributor shall provide and pay for any undertaking (the "Gap Undertaking") to the Title Company necessary for the New York Style Closing to occur. Contributor and Company shall each pay fifty percent (50%) of the charges of the Title Company for such New York Style Closing.
Sample 1
New York Style Closing. It is contemplated that the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the payment of the Purchase Price. Seller and Purchaser agree that disbursement of the Purchase Price, as adjusted by the prorations, shall not be conditioned upon the recording of the Deed, but rather, upon the unconditional commitment by the Title Company, in the form of a Pro Forma title policy or xxxx-up of the Title Commitment, to issue the title policy effective as of the date of disbursement. Seller and Purchaser shall each provide any undertaking to the Title Company necessary to accommodate the New York Style Closing.
Sample 1

Related to New York Style Closing

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

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