Buy/Sell Closing Sample Clauses

Buy/Sell Closing. (a) The sale of the Facility by the Company shall be closed and consummated on that date (the "FACILITY BUY-SELL CLOSING DATE") designated by the Facility Buying Member in a notice to the Facility Selling Member, which date shall be within ninety (90) days after the expiration of the Thirty Day Period. The Facility Buying Member may elect, at any time within the ninety-day period, to assign its right to purchase the Facility or Facilities to a third party, which party shall then become the Facility Buying Member, provided, however, that such sale shall be for the same price and on the same terms as if it were being made to the Facility Buying Member, and the Facility Buying Member shall remain responsible for any default in the purchase by such third party as if no such assignment had taken place. The Facility Buy-Sell Price shall be paid to the Company by the Facility Buying Member or its assignee in cash on the Facility Buy-Sell Closing Date. On such Facility Buy-Sell Closing Date, the Company and the Facility Selling Member shall deliver to a title company selected by the Facility Buying Member (the "TITLE COMPANY") the following items: (i) DEED. A Special Warranty Deed in form and substance reasonably acceptable to the Facility Buying Member executed and acknowledged by the Company, conveying to the Facility Buying Member good, marketable and indefeasible fee simple title to the applicable Facility or Facilities, free and clear of all liens and encumbrances, security interests and adverse claims relating to the Lease Agreement financing applicable to such Facility or Facilities, subject to matters of record reasonably acceptable to the Facility Buying Member, provided, however, that if the Facility Buying Member is the Managing Member, then it shall have the right, but not the obligation, to assume any or all liens relating to such Lease Agreement financing.