Closing Deliveries Closing Costs and Prorations Sample Clauses

Closing Deliveries Closing Costs and Prorations. 3.1. Seller’s Closing Deliveries 3.2. Purchaser’s Closing Deliveries 3.3. Closing Costs 3.4. Prorations and Credits
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Closing Deliveries Closing Costs and Prorations. 29 5.1. Seller's Closing Deliveries...................................................................... 29 5.2. Purchaser's Closing Deliveries................................................................... 31 5.3. Closing Costs.................................................................................... 32 5.4. Prorations and Credits........................................................................... 32
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Closing Deliveries Closing Costs and Prorations. 20 5.1. Seller's Closing Deliveries 20 5.2. Purchaser's Closing Deliveries 22 5.3. Closing Costs 23 5.4. Prorations and Credits 24
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Closing Deliveries Closing Costs and Prorations. 20236674v11
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Closing Deliveries Closing Costs and Prorations. 5.1 For and in consideration of, and as a condition precedent to or the Title Agent (as applicable) at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required: (a) Deed. A special warranty deed to the Land and Improvements, in the form attached hereto as Schedule 1 Deed Bill of Sale. A bill of sale for the Personal Property in the form attached hereto as Bill of Sale
Sample 1
Closing Deliveries Closing Costs and Prorations 
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Related to Closing Deliveries Closing Costs and Prorations

  • Closing Costs The costs attributed to the Closing of the Property shall be the responsibility of ☐ Buyer ☐ Seller ☐ Both Parties. The fees and costs related to the Closing shall include but not be limited to a title search (including the abstract and any owner’s title policy), preparation of the deed, transfer taxes, recording fees, and any other costs by the title company that is in standard procedure with conducting the sale of a property.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree, subject to the condition that Purchaser and the Company execute and deliver the Stock Purchase Agreement and the CVR Agreement by and between such parties concurrent with the Closing and deliver executed copies thereof to the parties hereto, and the Exchange shall have occurred, or if applicable, Parent shall have taken the action set forth in Section 5.03 of the Exchange Agreement, in either case concurrently with the Closing. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, and, any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens (other than Liens imposed by applicable securities Laws); (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Parent and Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount(s) set forth opposite each Seller’s name on Schedule A for the Shares, by wire transfer of immediately available funds to an account designated in writing by each such Seller; (ii) the CVRs set forth opposite such Seller’s name on Schedule A by delivering the CVR Agreement, with each Seller identified, in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of CVRs pursuant to the terms of the CVR Agreement, as the holder of such number of CVRs; and (iii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement. (d) Within one day following the Closing Date, Parent and Purchaser will deliver, or cause to be delivered, against receipt of the aggregate number of Warrants owned by such Seller on such date and set forth opposite such Seller’s name on Schedule A in the form of a warrant certificate or certificates, which the parties agree shall be deemed cancelled in all respects as of such date and without any further action on the part of any party, the amount(s) set forth opposite each Seller’s name on Schedule A for the Warrants, by wire transfer of immediately available funds to an account designated in writing by each such Seller.

  • Closing Deliveries of Buyer At the Closing, Buyer shall deliver (or cause to be delivered) to Seller the following: (a) the Closing Amount, by wire transfer of immediately available United States funds to the bank account of Seller set forth in Schedule 3.7(a); (b) a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to (i) the resolutions adopted by the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date; and (ii) the incumbency and signatures of the officers of Buyer authorized to execute and deliver each Transaction Document to which Buyer is a party; (c) the Assignment and Assumption Agreement, duly executed on behalf of Buyer; (d) an Assignment of Lease for each Lease, each duly executed on behalf of Buyer; (e) the Employment Agreement, duly executed on behalf of Buyer; (f) the certificate referred to in Section 8.1(a), duly executed on behalf of Buyer; (g) any consents, waivers or approvals obtained by Buyer with respect to the consummation of the Contemplated Transactions; and (h) such other instruments as Seller may reasonably request or as otherwise may be necessary to evidence and effect the assumption of the Assumed Liabilities by Buyer.