Closing and Delivery of Documents. Closing of title shall take place on or about May 15, 1998 or within thirty (30) days of the waiver or satisfaction of all of Purchaser's Contingencies, whichever date shall first occur, at such time as is convenient for and agreed to by the parties. Seller acknowledges agrees that since the Purchaser may be obtaining mortgage financing, the closing will take place at the offices of Purchasers' SALE OF 00 XXXXXXXXXX XXXXXXX Page-7 -------------------------------------------------------------------------------- attorneys, or such other location as is designated by Purchaser's lender. At the closing, Seller shall deliver a Deed of Bargain and Sale with Covenant against Grantors Acts, an affidavit of title, a corporate resolution authorizing the sale, an affidavit that the Seller is not a foreign person as defined in Section 1445 of the Internal Revenue Code ("FIRPTA Affidavit") and shall deliver and/or execute such other documents as Purchaser's title insurance company and/or mortgage lender may reasonably request or require. Seller agrees that it shall not convey title pursuant to a power of attorney. In the event Purchaser obtains a survey of the premises from a surveyor licensed in the State of New Jersey, Seller agrees to use a legal description in accordance with such survey, provided such survey is certified to Seller, a copy of which shall be provided to Seller by Purchaser in advance of closing. Seller and Purchaser agree to exchange copies of the closing documents not less than five (5) days prior to closing.
Closing and Delivery of Documents. At the Closing, the following shall occur as a single integrated transaction:
Closing and Delivery of Documents. 3.1 Closing This is a binding Agreement. Closing shall be deemed to have occurred upon delivery of documents within a reasonable time period but no later than September 29, 2001.
Closing and Delivery of Documents. 4.1 Time and Place 12 4.2 Deliveries by Company 12 4.3 Deliveries by Buyer 12 5.1 Company's Indemnity Obligations 13 5.2 Buyers Indemnity Obligations 13 6.1 Default. 14 6.2 Waiver and Amendment 14 7.1 Expenses. 14 7.2 Notices 14 7.3 Entire Agreement 15 7.4 Survival of Representations 15 7.5 Incorporated by Reference 15 7.8 Remedies Cumulative 15 7.7 Execution of Additional Documents 15 7.8 Costs and Fees 15 7.9 Choice of Law, 16 7.10 Jurisdiction 16 7.11 Attorneys' Fees 16 7.12 Binding Effect and Assignment 16 7.13 Counterparts; Electronic or Facsimile Signatures 16 Exhibit A Queste Capital - Disclosure Schedules Exhibit B Phyhealth Corporation. - Disclosure Schedules
Closing and Delivery of Documents. 4.1 Time and Place 14 4.2 Deliveries by Seller 14 4.3 Deliveries by the Company 14 4.4 Deliveries by Buyer 15
Closing and Delivery of Documents. 64 7.1 Deliveries by OmniAmerica, OmniAmericaSub and OmniPartners.......................................64 7.2 Delivery by STI.....................................65 7.3
Closing and Delivery of Documents. 4.1 The exchange of BidHit Washington Shares for BidHit Nevada Shares and the other transactions contemplated by this Agreement will be closed on the 10th business day following the date on which all conditions precedent in this Agreement have been satisfied or waived by the Parties (the "Closing"). The Closing will take place at 10:00 a.m. at the offices of Jeffs & Company being Xxxxx 000, 0000 Xxxx Xxxxxx Xxxxxx, Vancouver, B.C. DOCUMENTS TO BE DELIVERED BY BLACK AND BIDHIT WASHINGTON
4.2 By the Closing, Black and BidHit Washington will deliver or cause to be delivered to BidHit Nevada:
(a) the records book for BidHit Washington containing all original share certificates representing previous issuances of shares of BidHit Washington duly endorsed for transfer to BidHit Nevada as required, together with a duly executed share certificate representing the BidHit Washington Shares issued to BidHit Nevada and recorded in the share register of BidHit Washington;
(b) certified copies of resolutions of the shareholders and directors of BidHit Washington as are required to be passed to authorize the execution, delivery and implementation of this Agreement and the appointment of Mr. Xxx Xxxxx as President, Secretary, Treasurer and the sole director of BidHit Washington;
(c) all other documents as BidHit Nevada may reasonably require to give effect to the terms and intention of this Agreement. DOCUMENTS TO BE DELIVERED BY BIDHIT NEVADA
4.3 By the Closing, BidHit Nevada shall deliver or cause to be delivered to BidHit Washington and Black:
(a) a certified resolution of the directors of BidHit Nevada approving the transactions contemplated by this Agreement;
(b) a share certificate of BidHit Nevada registered in the name of Xxx Xxxxx for 926,250 common shares of BidHit Nevada bearing a legend restricting their trading under Rule 144 of the Act;
(c) all other documents as BidHit Washington or Black may reasonably require to give effect to the terms and intention of this Agreement.
Closing and Delivery of Documents. (a) The consummation of the transactions contemplated by this Agreement (the "Closing") will, subject to the satisfaction or waiver of the conditions set forth in Article V hereof, take place on August 8, 2001, or at such other time as shall be mutually agreed upon by the parties. The date on which Closing occurs is referred to herein as the "Closing Date".
(b) At Closing, Seller shall deliver or cause to be delivered to Purchaser, the following: (i) a duly executed Assignment of Trademarks; (ii) a duly executed Bilx xx Sale; (iii) a duly executed Supply Agreement; (iv) the Seller's Officer's Certificate; (and (v) a duly executed Assignment of Copyrights.
(c) At Closing, Purchaser shall deliver to Seller, the following: (i) cash in the aggregate amount of the Purchase Price by electronic funds transfer of immediately available United States Dollars in the amounts and to the accounts of such entities as are designated by Seller on Schedule 1.04(c) (with such entities to designate to Purchaser in writing not less than two (2) business days prior to Closing the relevant account numbers of the accounts to which such transfers should be made);
Closing and Delivery of Documents. 12 3.1 Closing........................................................................................12 3.2 Delivery by the Shareholders:..................................................................12 3.3
Closing and Delivery of Documents. 58 7.1 Deliveries by Kalitta and the Kalitta Companies . . . . . . . . . . . . . . . . . . . . . . 58 7.2 Delivery by Kitty Hawk and the Subs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 7.3
