Closing Closing Documents. 11.1 At least one (1) business day prior to Closing, Sellers shall deliver to Purchaser (by means of deposit into the Closing Escrow) the following:
Closing Closing Documents. (a) Closing
Closing Closing Documents a. The Closing of this transaction (the “Closing”) shall mean the date that the Special Warranty Deed (as hereinafter defined) is recorded in the official records of Collin County, Texas and possession of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, escrow shall close on or before December 22, 2006 (the “Closing Date”). Upon execution of this Agreement, the parties hereto shall deposit a copy of an executed counterpart of this Agreement with Escrow Agent and this instrument shall serve as the instructions to Escrow Agent for the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such additional and supplementary escrow instructions as appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any supplementary escrow instructions, this Agreement shall control.
Closing Closing Documents. 17 (a) Closing......................................................................................17 (b) Payment of Purchase Price....................................................................17 (c) Deliveries by Sellers........................................................................18 (d) Deliveries by Buyer..........................................................................18
Closing Closing Documents. 10 (a) Closing.........................................................................10 (b)
Closing Closing Documents. The Closing shall take place through the escrow services of Title Insurer on the thirtieth (30th) day after the expiration of the Inspection Period (the “Closing Date”), TIME BEING OF THE ESSENCE with respect to Purchaser’s obligation to close by the Closing Date. Seller shall deliver possession of the Property on the Closing Date. The parties shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing. Purchaser and Seller shall each have pre-Closings to finalize and sign all documents not later than the day prior to Closing and shall deliver such items to Escrow Agent in escrow. Subject to the terms and conditions hereof, Purchaser shall be entitled to full and exclusive possession of the Property subject only to the rights of the tenants under the Leases and the Permitted Exceptions.
Closing Closing Documents. The closing of the sale and contribution of the Mortgaged Properties and Leases contemplated by this Agreement shall take place on such day (the “Effective Date”) and at such place as may be agreed by CNL (on behalf of the Originators) and the Issuer. The Originators shall furnish such information, certificates, letters, opinions of counsel and other documents with respect to the transfer and contribution of the right, title and interest in and to the Mortgaged Properties and Leases contemplated by this Agreement as the Issuer requests.
Closing Closing Documents. 8.1 The consummation of the Transaction (“Closing”) shall take place by means of a tri-party escrow (the “Closing Escrow”), in accordance with this Article 8. The Closing Escrow shall be established with Escrowee, pursuant to an escrow agreement (the “Escrow Agreement”), the terms of which shall be mutually satisfactory to the parties thereto and consistent with the applicable provisions hereof. The Closing shall take place on the date upon which the closing of the Acquisition occurs, contemporaneously therewith, but in no event later than October 6, 2015, the “Outside Closing Date”). As used herein, the term “
Closing Closing Documents. 60 9.1 Closing Documents to be Delivered by Company and Sellers 60 9.2 Closing Documents to be Delivered by Purchaser or Parent 61 9.3 Other Closing Documents and Actions 61 9.4 Timing 61 10. TERMINATION 61 10.1 Termination 61 10.2 Effect of Termination 62 11. INDEMNIFICATION 62 11.1 Indemnification by the Sellers 62 11.2 Indemnification by the Purchaser and Parent 63 11.3 Special Indemnities 63 11.4 Survival of Representations and Warranties 64 11.5 Certain Limitations on Indemnification Obligations 64 11.6 Defense of Claims 65 11.7 Non-Third Party Claims 66 11.8 Liability of the Company 66 11.9 Tax Treatment 66 11.10 Determination of Adverse Consequences 66 11.11 No Waiver 67 11.12 No Right of Contribution 67 11.13 Exclusive Remedy 67 11.14 Other Indemnifications Matters 67 12. POST CLOSING MATTERS 68 12.1 Cooperation 68 12.2 Litigation Support 68 12.3 Transition 69 12.4 Confidentiality 69 12.5 Books and Records 69 TABLE OF CONTENTS (CONT.) Page 12.6 Cooperation and Records Retention 69 12.7 Tax Matters 69 12.8 Market Stand-Off 70 12.9 Employee Matters 71 12.10 Release and Covenant Not to Xxx 71 13. EXPENSES 71 14. AMENDMENT; BENEFIT AND ASSIGNABILITY 71 15. NOTICES 72 16. WAIVER 73 17. ENTIRE AGREEMENT 73 18. COUNTERPARTS 73 19. CONSTRUCTION 73 20. EXHIBITS AND DISCLOSURE SCHEDULES 73 21. SEVERABILITY 73 22. CHOICE OF LAW 73 23. PUBLIC STATEMENTS 74 24. WAIVER OF TRIAL BY JURY 74 25. SELLER REPRESENTATIVE 74 EXHIBITS Exhibit A Form of Option Amendment and Release Agreement Exhibit B Form of Escrow Agreement Exhibit C-1 Form of Key Employee Non-Competition Agreement to be signed by US Residents Exhibit C-2 Form of Key Employee Non-Competition Agreement to be signed by UK Residents Exhibit D Form of Retention Agreement Exhibit E Form of Seller Non-Competition Agreement Exhibit F Form of Standard Employee NDA Exhibit G Form of Opinion Letters
