Closing Contingencies. A. The Closing Date shall be on a date mutually agreeable to the parties, which date shall be no later than ninety (90) days after the Effective Date of this Agreement.
B. At Closing, (or prior thereto as hereinafter specified), Seller shall:
(i) Deposit with the Escrow Agent at least one (1) business day prior to Closing the Deed in a recordable form, conveying the Property, subject only to the permitted exceptions; and
(ii) Deliver to Purchaser and the Escrow Agent an Affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Investment and Real Property Tax Act of 1980 and the 1984 Tax Reform Act.
C. At Closing (or prior thereto) if hereinafter specified, Purchaser shall:
(i) At least one (1) business day prior to Closing, deposit with the Escrow Agent for payment to Seller the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available funds;
(ii) Deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
D. The following shall be apportioned by the Escrow Agent with respect to the Property on the Closing Date, as if the Purchaser were vested with title to the Property during the entire day upon which Closing occurs:
(i) Real property taxes and incurring installment of special assessments, if any, levied against the Property;
(ii) If applicable, Seller shall cause final water, sewer, gas, electric and other utility meter readings to be made as of the Closing Date or as close thereto as reasonably possible, and shall cooperate so as to cause such utilities to be transferred to Purchaser without interruption of service. Seller shall pay the final bills rendered by each such utility. Purchase shall post any deposits required by the utility company. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller’s obligations to pay and final utility bills shall survive Closing.
E. The obligation of Purchaser to consummate the transaction hereunder shall be subject to all of the following conditions being satisfied on or before the Closing Date, any or all of which may be waived by Purchaser in its sole discretion:
(i) Seller shall have delivered to Purchaser or deposited with the Escrow Agent, as the case may be, all of the items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agre...
Closing Contingencies. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding Purchaser’s election to exercise the Option and issuance of an Option Notice, Purchaser shall not be obligated to close hereunder unless:
(a) Purchaser shall be able to obtain, at Purchaser’s expense, a standard owner’s title insurance policy (“Title Insurance Policy”) consistent with the Commitment required under the terms of this Agreement from the Title Company on the Closing date; and
(b) Seller shall provide Purchaser the closing documents described above in Section V (b). In the event that any one or more of the contingencies set forth in the preceding sentence shall not be satisfied or met by the Closing Date, Purchaser, at its option, may waive the satisfaction thereof, without Seller having liability to Purchaser by reason of Purchaser waiving the satisfaction thereof and proceed to Closing or terminate this Agreement, without liability to Seller, in which case, Seller shall promptly refund the Option Price (but not the interest earned on the Option Price).
Closing Contingencies. The obligations of Greeley to purchase the Property are subject to satisfaction of the following contingencies:
Closing Contingencies. A. The Closing of this transaction shall be specifically contingent upon the Buyer receiving approval as a Buyer by the Insurance Department of the State of Louisiana as provided by Title 22 Louisiana Statutes Annotated and all applicable rules and regulations promulgated thereunder. The Buyer shall, promptly after the execution of this Agreement, make diligent application to the Insurance Department of the State of Louisiana for its approval of this transaction and shall comply with such reasonable requirements of the insurance Department of the State of Louisiana for its approval. Seller agrees to assist and cooperate with Buyer in the application process.
B. If this agreement is not approved by the Insurance Department of the State of Louisiana through no fault of Buyer, then at Buyer's option this Agreement may be canceled and all negotiations of both parties shall terminate without further obligation.
C. If the Insurance Department of the State of Louisiana has not approved the purchase contemplated herein within three (3) months from November 1, 1999, Seller may terminate this agreement by written notice to Buyer.
Closing Contingencies. Buyer’s obligation to Close this transaction shall be further conditioned upon all of Seller’s representations and warranties set forth in Section 7 hereof being true, correct and complete as of the Closing.
Closing Contingencies. It is acknowledged and agreed by the Parties that: (i) each and every Transaction contemplated by this Agreement is contingent upon and subject to (A) such regulatory and shareholder approvals as may be required by any applicable corporate governance documents or governmental authority, and (B) the ability of either Party to materially perform each material Closing obligation hereunder by the Closing Deadline (i.e., for ‘cause’) (each a “Closing Contingency”); and (ii) neither Party shall be liable to the other Party or any breakup fee or otherwise for any failure to close the Transactions due to a Closing Contingency that is not cured or remedied by the non-performing Party or mutually resolved by the Parties in writing on or before the Closing Deadline, or any permitted extensions thereof.
Closing Contingencies. Sections 5.1.A and 5.1.B are collectively referred to as the “Governing Body Approvals.”
Closing Contingencies. The appropriate legal documentation and definitive agreements relating to the Asset Sale having been fully agreed upon by both parties and fully executed; and
Closing Contingencies. The appropriate legal documentation and definitive agreements relating to the Merger having been fully agreed upon by both parties and fully executed; and
Closing Contingencies. 7.1. The execution of the Transaction Documents and the closing of the transactions contemplated herein are contingent upon:
a. Receipt by City and Developer from the Airlines (a) representing at least 50% of the Airlines (in number) serving the Airport, and (b) that collectively account for at least 50% of rates, fees and charges paid by the Airlines during the twelve (12) month period ending December 31, 2016, of written confirmation, in form and substance acceptable to City and Developer, that the terms and conditions of this MOU are acceptable in principle, subject to negotiation of the New Use Agreement, and that the Airlines agree that the scope of the Project, as generally set forth herein, is acceptable to the Airlines;
b. Approval by the voters of City for the Project to the extent required by Section 6-50 of City's Code of General Ordinances, together with any other approvals by the voters of City deemed necessary by City or Developer to proceed with the Project, not later than November 7, 2017;
c. Approval by City and Developer of the terms of the Lease and the Sublease not later than March 31, 2018, and execution of the Lease and the Sublease not later than the date of the closing of the financing for the Project;
d. Approval by City, the Airlines and Developer of the terms of the New Use Agreement not later than June 30, 2018, and execution of the New Use Agreement not later than the date of the closing of the financing for the Project; and
e. Completion of all components of the financing of the Project, in amounts and upon terms acceptable to Developer, City and the Airlines, not later than June 30, 2018, and the closing of such financing not later than September 30, 2018.
