Common use of Buy/Sell Closing Clause in Contracts

Buy/Sell Closing. Tejon and the Developer Lot shall meet and exchange documents and pay any amounts due, and otherwise do all things reasonably necessary to consummate the transaction set forth herein at the closing of such purchase (the “Buy/Sell Closing”). The Buy/Sell Closing shall occur at the office of Tejon’s legal counsel at 1:00 p.m., on the first Wednesday after the sixtieth (60th) day after the delivery of the Response Notice unless that day is a national or state holiday and, in that event, on the next business day. At the Buy/Sell Closing, the Selling Entity shall deliver to the Purchasing Entity a duly executed assignment of its Interest and shall also, upon the request of the Purchasing Entity, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and Company records as are reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets to the extent necessary (including but not limited to execution, in recordable form, of an amended Certificate and/or cancellation of Certificate). Subject to Section 17.6, below, the Purchasing Entity shall deliver to the Selling Entity cash for the full amount of the consideration, if any, for such Interest, and shall deliver any other documents reasonably necessary from the Purchasing Entity to conclude the Buy/Sell Closing. The Selling Entity shall transfer its Interest free of all liens or encumbrances. Further, on the Buy/Sell Closing, the Selling Entity and/or its Affiliates shall be released from its liability under any third party loans to the Company (including under any guaranty, indemnity or credit enhancement related thereto). If a Company creditor refuses to so release the Selling Entity and/or its Affiliates, the Purchasing Entity shall indemnify the Selling Entity and/or its Affiliates from liability under such loans. The obligations hereunder of the Developer Lot (including, without limitation, any indemnification by the Developer Lot) shall be joint and several among all of the Developers. If the Developer Lot is the Purchasing Entity, the Developers shall pay for and obtain ownership of Tejon’s Interest pursuant to this Section 17.4 in accordance with their Percentage Interests, or as otherwise determined by the Developers.

Buy/Sell Closing. Tejon (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 Developer Lot Facility Buying Member shall meet and exchange documents and pay remain responsible for any amounts due, and otherwise do all things reasonably necessary to consummate default in the transaction set forth herein at the closing of purchase by such purchase (the “Buy/Sell Closing”)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 shall occur at the office of Tejon’s legal counsel at 1:00 p.m., on the first Wednesday after the sixtieth (60th) day after the delivery of the Response Notice unless that day is a national or state holiday and, in that event, on the next business dayDate. At the On such Facility Buy/-Sell ClosingClosing Date, the Company and the Facility Selling Entity Member shall deliver to a title company selected by the Purchasing Entity a duly executed assignment of its Interest Facility Buying Member (the "TITLE COMPANY") the following items: (i) DEED. A Special Warranty Deed in form and shall also, upon the request of the Purchasing Entity, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and Company records as are substance reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets acceptable to the extent necessary (including but not limited to executionFacility Buying Member executed and acknowledged by the Company, in recordable form, of an amended Certificate and/or cancellation of Certificate). Subject to Section 17.6, below, the Purchasing Entity shall deliver conveying to the Selling Entity cash for Facility Buying Member good, marketable and indefeasible fee simple title to the full amount of the considerationapplicable Facility or Facilities, if any, for such Interest, free and shall deliver any other documents reasonably necessary from the Purchasing Entity to conclude the Buy/Sell Closing. The Selling Entity shall transfer its Interest free clear of all liens or and encumbrances. Further, on the Buy/Sell Closing, the Selling Entity and/or its Affiliates shall be released from its liability under any third party loans security interests and adverse claims relating to the Company (including under any guarantyLease Agreement financing applicable to such Facility or Facilities, indemnity or credit enhancement related thereto). If a Company creditor refuses subject to so release matters of record reasonably acceptable to the Selling Entity and/or its AffiliatesFacility Buying Member, provided, however, that if the Purchasing Entity shall indemnify the Selling Entity and/or its Affiliates from liability under such loans. The obligations hereunder of the Developer Lot (including, without limitation, any indemnification by the Developer Lot) shall be joint and several among all of the Developers. If the Developer Lot Facility Buying Member is the Purchasing EntityManaging Member, then it shall have the Developers shall pay for and obtain ownership of Tejon’s Interest pursuant right, but not the obligation, to this Section 17.4 in accordance with their Percentage Interests, assume any or as otherwise determined by the Developersall liens relating to such Lease Agreement financing.

Buy/Sell Closing. Tejon and the Developer Lot shall meet and exchange documents and pay any amounts due, and otherwise do all things reasonably necessary to consummate the transaction set forth herein at the closing of such purchase (the “Buy/Sell Closing”). The Buy/Sell Closing shall occur at the office of Tejon’s legal counsel at 1:00 p.m., on the first Wednesday after the sixtieth (60th) day after the delivery of the Response Notice unless that day is a national or state holiday and, in that event, on the next business day. At the Buy/Sell Closing, the Selling Entity shall deliver to the Purchasing Entity a duly executed assignment of its Interest and shall also, upon the request of the Purchasing Entity, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and Company records as are reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets to the extent necessary (including but not limited to execution, in recordable form, of an amended Certificate and/or cancellation of Certificate). Subject to Section 17.6, below, the Purchasing Entity shall deliver to the Selling Entity cash for the full amount of the consideration, if any, for such Interest, and shall deliver any other documents reasonably necessary from the Purchasing Entity to conclude the Buy/Sell Closing. The Selling Entity shall transfer its Interest free of all liens or encumbrances. Further, on the Buy/Sell Closing, the Selling Entity and/or its Affiliates shall be released from its liability under any third party loans to the Company (including under and any guaranty, indemnity or credit enhancement related thereto)Credit Enhancements. If a Company creditor refuses to so release the Selling Entity and/or its Affiliates, the Purchasing Entity shall indemnify the Selling Entity and/or its Affiliates from liability under such loansloans and Credit Enhancements. The obligations hereunder of the Developer Lot (including, without limitation, any indemnification by the Developer Lot) shall be joint and several among all of the Developers. If the Developer Lot is the Purchasing Entity, the Developers shall pay for and obtain ownership of Tejon’s Interest pursuant to this Section 17.4 in accordance with their Percentage Interests, or as otherwise determined by the Developers.

Buy/Sell Closing. A. Tejon and the Developer Lot DMB shall meet and exchange documents and pay any amounts due, and otherwise do all things reasonably necessary to consummate the transaction set forth herein at the closing of such purchase (the “Buy/Sell Closing”). The Buy/Sell Closing shall occur at the office of Tejon’s legal counsel at 1:00 p.m.10:00 a.m., on the first Wednesday after the sixtieth (60th) day after the delivery of the final applicable Response Notice unless that day is a national or state holiday and, in that event, on the next business day. At the Buy/Sell Closing, the Selling Entity Member shall deliver to the Purchasing Entity Member a duly executed assignment of its Interest and shall also, upon the request of the Purchasing EntityMember, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and Company records as are reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets to the extent necessary (including but not limited to execution, in recordable form, of an amended Certificate and/or cancellation of Certificate)) including, without limitation, an instrument terminating the Memorandum of Contribution Agreement, to the extent the Memorandum of Contribution Agreement has not been removed from title at such time. Subject to Section 17.615.6, below, the Purchasing Entity Member shall deliver to the Selling Entity Member cash for the full amount of the consideration, if any, for such Interest, and shall deliver any other documents reasonably necessary from the Purchasing Entity Member to conclude the Buy/Sell Closing. The Selling Entity Member shall transfer its Interest free of all liens or encumbrances. . B. Further, on the Buy/Sell Closing, the Selling Entity Member and/or its Affiliates shall be released from its liability under any third party loans to the Company (including under and any guaranty, indemnity or credit enhancement related thereto)Credit Enhancements. If a Company creditor refuses to so release the Selling Entity Member and/or its Affiliates, the Purchasing Entity Member shall indemnify the Selling Entity Member and/or its Affiliates from liability under such loans. The loans and Credit Enhancements. C. In the event Tejon is the Selling Member, (i) its obligations hereunder pursuant to Section 7.4C, Section 8.1, Section 9 and Section 10 (solely with respect to any final tax returns for the period when Tejon was a Member) shall survive the Buy/Sell Closing, (ii) the Company’s and DMB’s obligations to Tejon under Section 8.1 shall survive the Buy/Sell Closing, and (iii) if requested by DMB, Tejon shall grant a perpetual, non-exclusive license to use the name “Tejon” in the name of the Developer Lot (includingCompany and, without limitationas applicable, any indemnification by in the Developer Lot) names of communities and other projects within the Master Project, subject to the terms set forth in Section 1.6A. Any such license shall be joint at no cost to DMB and several among all otherwise upon terms that meet DMB’s commercial needs for use of the Developersname. If Upon the Developer Lot is Closing, the Selling Member shall have no further rights, remedies or obligations under the Agreement, except for any rights, remedies or obligations set forth in the Agreement that explicitly state that they survive either termination of this Agreement or transfer of the Member’s Interest. Any rights, remedies or obligations of the Purchasing EntityMember with respect to the Selling Member under this Agreement shall survive only to the extent that this Agreement explicitly states that they survive either termination of this Agreement or transfer of the other Member’s Interest. D. Notwithstanding anything in this Agreement to the contrary, the Developers Purchasing Member shall pay for and obtain ownership be entitled to designate any third party to be the transferee of Tejonthe Selling Member’s Interest pursuant or obtain financing from any third party with respect to this Section 17.4 in accordance with their Percentage Interestssuch purchase, or as otherwise determined by provided that the Developersforegoing shall not delay the Buy/Sell Closing.

Buy/Sell Closing. Tejon and the Developer Lot shall meet and exchange documents and pay any amounts due, and otherwise do all things reasonably necessary to consummate the transaction set forth herein at the (a) The closing of such a purchase or sale under Section 10.02 hereof (the “Buy/Sell Closing”)) shall occur as soon as reasonably practicable after delivery by such Member of its election notice and determination of the Final Purchase Price. The Each Member shall use its reasonable efforts to cause the Buy/Sell Closing to occur expeditiously, including the making of any filings and the seeking of any consents and approvals or the expiration of any waiting period that are necessary or desirable in connection therewith. (b) The selling Member shall occur at execute such documents as are reasonably required by the office purchasing Member to vest in the purchasing Member title to the selling Member’s Interest, free and clear of Tejon’s legal counsel at 1:00 p.m.all liens and encumbrances. (c) The purchasing Member shall, on prior to the first Wednesday after the sixtieth (60th) day after the delivery effective date of sale, and, as a condition thereof, arrange for release of the Response Notice unless that day selling Member from any of its guarantees of loans or other obligations of the Company, and for payment by the Company of all indebtedness of the Company to the selling Member. (d) TNC-NMR, if it is the purchasing Member, shall have the option, to be exercised by written notice to Arbitron on or before the date of its notice under Section 10.02(a) hereof, if it is the Proposer, or its exercise of its option to purchase under Section 10.02(b) hereof, if it is the Recipient, if the term of the Business Services Agreement is then in effect, to continue the Business Services Agreement for a national or state holiday and, period of seven and one-half (71/2) years (subject to earlier termination in that event, on accordance with the next business day. At terms thereof) from the date of the Buy/Sell Closing, on the Selling Entity terms set forth therein. Arbitron, if it is the purchasing Member, shall deliver have the option, to be exercised by written notice to TNC-NMR and ACNielsen on or before the Purchasing Entity a duly executed assignment date of its Interest and shall alsonotice under Section 10.02(a) hereof, upon if it is the request Proposer, or its exercise of its option to purchase under Section 10.02 (b) hereof, if it is the Recipient, if the term of the Purchasing EntityVendor Services Agreement is then in effect, concurrently therewith to continue the Vendor Services Agreement for a period of seven and one-half (or at any time and from time 7 1/2) years (subject to time thereafterearlier termination in accordance with the provisions thereof) execute and deliver such other documents and Company records as are reasonably necessary to conclude the Buy/Sell Closing and to transfer ownership, title and control of the Company assets to the extent necessary (including but not limited to execution, in recordable form, of an amended Certificate and/or cancellation of Certificate). Subject to Section 17.6, below, the Purchasing Entity shall deliver to the Selling Entity cash for the full amount of the consideration, if any, for such Interest, and shall deliver any other documents reasonably necessary from the Purchasing Entity to conclude the Buy/Sell Closing. The Selling Entity shall transfer its Interest free date of all liens or encumbrances. Further, on the Buy/Sell Closing, on the Selling Entity and/or its Affiliates shall be released from its liability under any third party loans to the Company (including under any guaranty, indemnity or credit enhancement related thereto). If a Company creditor refuses to so release the Selling Entity and/or its Affiliates, the Purchasing Entity shall indemnify the Selling Entity and/or its Affiliates from liability under such loans. The obligations hereunder of the Developer Lot (including, without limitation, any indemnification by the Developer Lot) shall be joint and several among all of the Developers. If the Developer Lot is the Purchasing Entity, the Developers shall pay for and obtain ownership of Tejon’s Interest pursuant to this Section 17.4 in accordance with their Percentage Interests, or as otherwise determined by the Developersterms set forth therein.