Closing Date and Title Sample Clauses

Closing Date and Title. The Property will be conveyed to the CITY by the Deed within thirty (30) days following the expiration of the Due Diligence Period (“Closing Date” or “Closing”). GRANTOR agrees that, except as otherwise expressly provided in Section 2, herein and in the Deed attached as Exhibit “C”, the Property shall be conveyed by GRANTOR to the CITY, free and clear of any leases (recorded and unrecorded) and any conditions, restrictions, reservations, liens, encumbrances, assessments, easements, deeds of trust, mortgages, and any clouds or defects in title of record, except for the Permitted Exceptions. The “Permitted Exceptions” shall mean all exceptions of record for the Property on file with the Recorder’s Office of Santa Xxxxx County, California that the CITY agrees to during the Due Diligence Period, the Assignment and Assumption Agreement, matters shown in the Deed, and all exceptions, restrictions and reservations contained in the Permits and the Title Company’s standard exclusions from coverage to a 2006 standard coverage ALTA Owner’s Title Policy, providing the CITY agrees to such exceptions during the Due Diligence Period. If CITY objects to any limitation on title or exception to the title insurance, CITY shall give written notice to GRANTOR of CITY’s objections at least seven (7) business days prior to the expiration of the Due Diligence Period. Within three (3) business days after GRANTOR’s receipt of such written notice, GRANTOR shall notify CITY in writing whether GRANTOR agrees, in its sole and absolute discretion, to cure such any such title objections on or before the Closing Date. Any failure of GRANTOR to notify CITY that GRANTOR agrees to cure such objections shall be deemed to be GRANTOR’s election not to cure such objections. If GRANTOR does not agree to cure the objections, then no later than five (5) days following termination of the Due Diligence Period, CITY shall have the right to terminate this Agreement by sending written notice of such termination to GRANTOR, and in the event of such termination, the parties’ sole obligation with respect to this Agreement is to cooperate with the Escrow Company in cancelling the transaction (and any escrow cancellation fee shall be paid by GRANTOR). Any failure by CITY to so terminate this Agreement as provided in this Section 4 will be deemed CITY’s agreement to waive any title objections initially made by CITY that GRANTOR has not agreed in writing to cure.
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Related to Closing Date and Title

  • Closing Date and Place 15. Closing shall take place at the office of at o’clock on , 20 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of

  • Closing Date and Location The Transaction will be completed at 10:00 a.m. (Pacific time) on the Closing Date, at the offices of the Purchaser’s Solicitors, or at such other location and time as is mutually agreed to by the Purchaser and the Target. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for the Purchaser and the Target, provided such undertakings are satisfactory to each party’s respective legal counsel.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Closing Date and Option Closing Date Opinion of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to XxXxxxxxx, covering the matters set forth on Appendix A hereto.

  • Date and Time The provisions of Section 6.3 are subject to any cut-off date and cut-off time agreed between the applicable Novation Netting Offices and Matched Pair Novation Netting Offices of the Parties.

  • Position and Title 2.1 The Company on behalf of itself and its affiliates and subsidiaries hereby employs Employee as Chief Financial Officer, and Employee hereby accepts such employment. 2.2 Employee shall devote substantially all of his efforts on a full time basis to the business and affairs of the Company and shall not engage in any business or perform any services in any capacity whatsoever adverse to the interests of the Company. 2.3 Employee shall at all times faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties of his position.

  • Closing Date Delivery 2 2.1 Closing.........................................................................................2

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • RISK AND TITLE (a) Risk of damage to or loss of the Goods shall pass to the Customer at the time when: i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or ii) the Company notifies the Customer that the Goods are available for collection. (b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company. (c) Until title to the Goods has passed to the Customer, the Customer shall: i) hold the Goods on a fiduciary basis as the Company’s bailee; ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business. (d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal. (e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.

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