Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby. (b) The parties shall conduct the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close. (c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following: (i) a duly executed and acknowledged Deed; (ii) a duly executed Bill xx Sale; (iii) to the extent in Seller's possession or control, originals of all Leases and a duly executed and acknowledged Assignment of Leases; (iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control); (v) a duly executed Assignment of Intangible Property; (vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer; (vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller; (viii) Tenant Certificates meeting the requirements of Paragraph 6(g); (ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K; (x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey; (xi) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters; (xii) a closing statement prepared by the Title Company (the "Closing Statement") duly executed by Seller; (xiii) all keys to the Property (except for keys in the possession of the tenants); (xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and (xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closing. (d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following: (i) a duly executed Assignment of Leases; (ii) a duly executed Assignment of Intangible Property; (iii) the Closing Statement, duly executed by Buyer; (iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and (v) a Certificate of Buyer in the form attached hereto as Exhibit M. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for The consummation of the purchase transaction contemplated herein (“Closing”) shall occur (i) on August 13, 2009 with respect to the Tranche I Locations (the “Initial Closing Date”), subject to extension as provided in Section 2.5 above and sale contemplated hereby(ii) on September 30, 2009 with respect to the Tranche II Locations and the Exhibit F Sites (the “Second Closing Date”), provided, however, that if any Substitute Locations are identified with respect to the Tranche II Locations or the Exhibit F Sites, the Second Closing Date for all Tranche II Locations and Exhibit F Sites shall be extended to the latest date for closing of the Substitute Locations determined by Section 2.5(f) above (such that all Tranche II Locations, Exhibit F Sites and Substitute Locations shall close simultaneously on the Second Closing Date).
(b) The Closing shall be effected through an escrow with the escrow agent identified in Section 1.1(d) (the “Escrow Agent”); provided that all condition precedents to Closing shall have been satisfied and Escrow Agent has delivered to Investor LP an insured closing letter from the Title Company. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Investor LP and Operator LP. Upon satisfaction or completion of all closing conditions and deliveries, the parties shall conduct direct the Escrow Agent to immediately deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Operator LP and Investor LP. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Operator LP and Investor LP agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties agree that the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not shall occur on or before the Closing Datea so-called “New York style” basis and Operator LP (and any Affiliates Owner(s), Escrow Holder shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close.
(c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) a duly executed and acknowledged Deed;
(ii) a duly executed Bill xx Sale;
(iii) to the extent in Seller's possession or control, originals of all Leases and a duly executed and acknowledged Assignment of Leases;
(iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller;
(viii) Tenant Certificates meeting the requirements of Paragraph 6(g);
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K;
(x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey;
(xiCompany) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and shall provide such bond, indemnity or other arrangements gap indemnities as shall may be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters;
(xii) a closing statement prepared by the Title Company (the "Closing Statement") duly executed by Seller;
(xiii) all keys to the Property (except for keys in the possession of the tenants);
(xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and
(xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closing.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) a duly executed Assignment of Leases;
(ii) a duly executed Assignment of Intangible Property;
(iii) the Closing Statement, duly executed by Buyer;
(iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and
(v) a Certificate of Buyer in the form attached hereto as Exhibit M.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereofeffectuate such.
Appears in 1 contract
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby.
(b) The parties shall conduct an escrow Closing. The Closing shall take place at the offices of Seller's legal counsel, Dodd & Batla, A Professional Corporation, located at 800 Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000. X. Michxxx Xxxx xxxll handle the Closing as agent of the Title Company. The Closing shall be on or before December 31sixty (60) days from the Effective Date (as extended, 1997if applicable, pursuant to section 4 (a) and Paragraph 6), or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder; provided, however, that in the event Escrow Holder receives conflicting notices, Escrow Holder may place such items in the registry of the District Court of Travxx County, Texas. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close.
(c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) a duly executed and acknowledged Deed;
(ii) a duly executed Bill xx Sale;
(iii) to the extent in Seller's possession or control, originals of all Leases and a duly executed and acknowledged Assignment of Leases;
(iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with true, correct and complete copies of what is in Seller's possession or controlcopies);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller;
(viii) the Tenant Certificates meeting the requirements of Paragraph 6(g)Certificates;
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K;
(x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to conveyBuyer;
(xi) a full release of all monetary encumbrances affecting the Property caused by SellerProperty, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters;
(xii) a closing statement prepared by the Title Company in form and content satisfactory to Buyer and Seller (the "Closing Statement") duly executed by Seller;
(xiii) all keys to the Property (except for keys in the possession of the tenants);
(xiv) evidence of termination of any Service Contracts contracts and other agreements affecting the Property that are not Assumed Contracts; and
(xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closingwriting.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) a duly executed Assignment of Leases;
(ii) a duly executed Assignment of Intangible Property;
(iii) the Closing Statement, duly executed by Buyer;; and
(iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and
(v) a Certificate of Buyer in the form attached hereto as Exhibit M..
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder Title Company and this Agreement instrument shall serve as the instructions to Escrow Holder Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of the supplementary escrow instructions shall control.
(b) The parties Closing hereunder shall conduct be held and delivery of all items to be made at the Closing on or before December 31under the terms of this Agreement shall be made at the offices of the Title Company, 1997within 150 days from the Effective Date, or on such other date mutually agreed upon between as Buyer and Seller may mutually agree in writing (the "Closing Date"); provided however that Buyer shall not be required to close escrow unless all conditions to Closing have been satisfied or waived by Buyer in accordance with Section 4 of this Agreement. Such date may not be extended without the prior written approval of both Seller and Buyer. In the event the Closing does not occur on or before the Closing Date, Escrow Holder the escrow holder shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were may have been deposited hereunder. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to Closeclose.
(c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) a A duly executed and acknowledged Deedgrant deed conveying to the Buyer the Real Property and the Appurtenances, and all rights, privileges and easements appurtenant thereto, as required by Section 3 above;
(ii) a duly executed Bill xx SaleOriginals of all leases (and amendments thereto, if any, and all records and correspondence relating thereto) covering any portion of the Property, and any security deposits relating thereto;
(iii) An affidavit pursuant to the extent in Seller's possession or control, originals of all Leases and a duly executed and acknowledged Assignment of Leases;
(ivSection 1445(b)(2) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits Internal Revenue Code and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, substantially in the form attached hereto as Exhibit JB and on which Buyer is entitled to rely, each duly executed by Seller;
(viii) Tenant Certificates meeting the requirements of Paragraph 6(g);
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(31445(f)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K;
(xiv) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating An affidavit pursuant to Seller Section 18662 of the California Revenue and its partners as shall be reasonably required by Taxation Code regarding the Title Company to evidence authority to conveywithholding requirements for sellers of real property in California;
(xiv) a full release of all monetary encumbrances affecting the Property caused by Closing statement in form and content satisfactory to Buyer and Seller, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters;
(xii) a closing statement prepared by the Title Company (the "Closing Statement") duly executed by Seller;
(xiii) all keys to the Property (except for keys in the possession of the tenants);
(xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and
(xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closingwriting.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder or Seller the following:
(i) a duly executed Assignment of Leases;
(ii) a duly executed Assignment of Intangible Property;
(iii) the Closing Statement, duly executed by Buyer;
(iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and
(v) a Certificate of Buyer in the form attached hereto as Exhibit M.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company the escrow holder or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof, including, without limitation, an agreement (the "Designation Agreement") designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, and executed by Seller, Buyer and Title Company. The Designation Agreement shall be substantially in the form attached hereto as Exhibit C and, in any event, shall comply with the requirements of Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder.
(e) Rents actually collected (whether such collection occurs prior to, on or after the Closing), real property taxes, water, sewer and utility charges, annual permits and/or inspection fees (calculated on the basis of the period covered), insurance premiums (as to those policies, if any, that Buyer determines will be continued after the Closing), and other expenses normal to the operation and maintenance of the Property shall be prorated as of 12:01 a.m. on the date the grant deed is recorded on the basis of a 365-day year. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated within thirty (30) days after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of five percent (5%) per annum from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a xxxx therefor.
(f) At or before the Closing, Seller shall pay the full amount of all current and delinquent taxes and any other assessments or bonds on the Property. Buyer shall pay the premium for the policy of title insurance and all other costs and charges of the escrow for the sale.
(g) Buyer or its assignee agrees to cooperate with Seller in completing an exchange qualifying for nonrecognition of gain under Internal Revenue Code §1031 and the applicable provisions of the California Revenue and Taxation Code. Seller reserves the right to convert this transaction to an exchange at any time before the Closing. Seller and Buyer agree, however, that consummation of the transaction contemplated by this Agreement is not predicated or conditioned on completion of such an exchange. If Seller elects to complete an exchange, Buyer shall execute all escrow instructions, documents, agreements, or instruments reasonably requested by Seller to complete the exchange. Buyer shall incur no additional liabilities, expenses, or costs as a result of or connected with the exchange. Seller agrees to indemnify, defend, and hold Buyer harmless from any liabilities, damages, or costs (including but not limited to reasonable attorney fees and related costs) that may arise from Buyer's participation in the exchange.
Appears in 1 contract
Closing and Escrow. (a) Upon mutual execution of this AgreementUnless other arrangements have been made between the Company and a specific Purchaser, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby.
(b) The parties shall conduct the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties prior to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close.
(c) At or before the each Closing, Seller each Purchaser acquiring Shares at such Closing shall deliver or cause to Escrow Holder or Buyer be delivered the followingfollowing in accordance with the subscription procedures described in Section 1(d) below:
(i) a this Agreement and the Joinder, each duly executed and acknowledged Deedby such Purchaser;
(ii) a duly executed Bill xx Sale;
(iii) an amount equal to the extent in Seller's possession or controlPer Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser at such Closing as set forth next to such Purchaser’s name on Schedule A hereto (such product, originals of all Leases and a duly executed and acknowledged Assignment of Leases;
(iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control“Subscription Amount”);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller;
(viii) Tenant Certificates meeting the requirements of Paragraph 6(g);
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K;
(x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey;
(xi) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title wire transfer to the Property as vested in Buyer without any exception for such matters;
(xii) a closing statement prepared by the Title Company (the "Closing Statement") duly executed by Seller;
(xiii) all keys to the Property (except for keys in the possession of the tenants);
(xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and
(xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closing.
(d) At or before the ClosingEscrow Agent, Buyer shall deliver to Escrow Holder or Seller the following:
(i) a duly executed Assignment of Leases;
(ii) a duly executed Assignment of Intangible Property;
(iii) the Closing Statement, duly executed by Buyer;
(iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and
(v) a Certificate of Buyer in the form attached hereto as Exhibit M.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereofEscrow Agent’s written instructions; and The funds received pursuant to Section 1(c)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the “Escrow Agent”). At each Closing, upon receipt of a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated prior to the applicable Closing, each Purchaser shall receive back its delivered Subscription Amount delivered with respect to such Closing promptly, without interest. Each Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, the Company has received in escrow the Subscription Amount for all the Securities being sold to the Purchasers at such Closing, and all of the conditions set forth in Section 6 and Section 7 below with respect to such Closing have been satisfied (or waived). Certificates evidencing the Securities may be delivered after the appilcable Closing, within a reasonable time.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cue Biopharma, Inc.)
Closing and Escrow. (a) Upon mutual execution of this AgreementUnless other arrangements have been made between the Company and a specific Purchaser, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby.
(b) The parties shall conduct the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties prior to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close.
(c) At or before the Closing, Seller each Purchaser shall deliver or cause to Escrow Holder or Buyer be delivered the followingfollowing in accordance with the subscription procedures described in Section 1(e) below:
(i) a this Agreement and the Registration Rights Agreement, duly executed and acknowledged Deedby such Purchaser;
(ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser as set forth next to such Purchaser’s name on Schedule A hereto (such product, the “Subscription Amount”), in the form of a duly executed Bill xx Sale;wire transfer to the Escrow Agent, in accordance with the Escrow Agent’s written instructions; and
(iii) to the extent in Seller's possession or control, originals of all Leases a fully completed and a duly executed and acknowledged Assignment of Leases;
(iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, Questionnaire in the form attached as Exhibit J, each duly executed by Seller;
(viii) Tenant Certificates meeting the requirements of Paragraph 6(g);
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 B hereto (the "Code"“Questionnaire”). The funds received pursuant to this Section 1(c)(ii) in will be placed with U.S. Bank National Association, who will serve as escrow agent for the form attached as Exhibit K;
(x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey;
(xi) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters;
(xii) a closing statement prepared by the Title Company Closing (the "Closing Statement") duly executed by Seller;
(xiii) all keys to the Property (except for keys in the possession of the tenants“Escrow Agent”);
(xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and
(xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closing.
(d) At or before the Closing, Buyer as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated, each Purchaser shall deliver receive back its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, and the Company has received in escrow the Subscription Amount for all the Securities being sold to Escrow Holder or Seller the following:
(i) Purchasers. Certificates evidencing the Securities may be delivered after the Closing, within a duly executed Assignment of Leases;
(ii) a duly executed Assignment of Intangible Property;
(iii) the Closing Statement, duly executed by Buyer;
(iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and
(v) a Certificate of Buyer in the form attached hereto as Exhibit M.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase reasonable time. For purposes of the Property in accordance timing of the Closing, it will be deemed that the sale of the Securities will have happened immediately after the acquisition by the Company of ThelioPulse, Inc. (“TPI”), BioElectroMed, Inc. (“BEM”), and NanoBlate Corp (“NBC”) and entered into modified licenses with the terms hereofXxxxxx X. Xxxx Institute for Biomedical Engineering at the University of Southern California (“AMI-USC”), and Old Dominion University Research Foundation (“ODURF”), and Eastern Virginia Medical School (“EVMS”).
Appears in 1 contract
Samples: Securities Purchase Agreement (Pulse Biosciences, Inc.)
Closing and Escrow. (a) Upon mutual execution of this AgreementUnless other arrangements have been made between the Company and a specific Purchaser, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby.
(b) The parties shall conduct the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties prior to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close.
(c) At or before the Closing, Seller each Purchaser shall deliver or cause to Escrow Holder or Buyer be delivered the followingfollowing in accordance with the subscription procedures described in Section 1(d) below:
(i) a this Agreement and the Registration Rights Agreement, duly executed and acknowledged Deedby such Purchaser;
(ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser as set forth next to such Purchaser’s name on Schedule A hereto (such product, the “Subscription Amount”), in the form of a duly executed Bill xx Sale;wire transfer to the Escrow Agent, in accordance with the Escrow Agent’s written instructions; and
(iii) to the extent in Seller's possession or control, originals of all Leases a fully completed and a duly executed and acknowledged Assignment of Leases;
(iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, Questionnaire in the form attached as Exhibit J, each duly executed by Seller;
(viii) Tenant Certificates meeting the requirements of Paragraph 6(g);
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 B hereto (the "Code"“Questionnaire”). The funds received pursuant to this Section 1(c)(ii) in will be placed with U.S. Bank National Association, who will serve as escrow agent for the form attached as Exhibit K;
(x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey;
(xi) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters;
(xii) a closing statement prepared by the Title Company Closing (the "Closing Statement") duly executed by Seller;
(xiii) all keys to the Property (except for keys in the possession of the tenants“Escrow Agent”);
(xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and
(xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closing.
(d) At or before the Closing, Buyer as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated, each Purchaser shall deliver receive back its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, the Company has received in escrow the Subscription Amount for all the Securities being sold to Escrow Holder or Seller the following:
(i) a duly executed Assignment of Leases;
(ii) a duly executed Assignment of Intangible Property;
(iii) the Closing StatementPurchasers, duly executed by Buyer;
(iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this Agreement; and
(v) a Certificate of Buyer in the form attached hereto as Exhibit M.
(e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase all of the Property conditions set forth in accordance with Section 6 and Section 7 below have been satisfied (or waived). Certificates evidencing the terms hereofSecurities may be delivered after the Closing, within a reasonable time.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cue Biopharma, Inc.)
