Closing Matters. (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental.
(b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer.
(c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share.
(d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made.
(e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.
Closing Matters. A) On or before the Close of Escrow, Seller shall execute and deliver to Escrow Agent the following: (i) a Special Warranty Deed conveying fee simple title to the Property to Buyer, subject to Permitted Title Exceptions; (ii) an Affidavit of Real Property Value in connection with the conveyance of the real property; (iii) any documents that may be required to transfer and convey to Buyer the Property, including without limitation any water rights or other rights appurtenant to the Property, or to obtain Buyer’s title policy; and (iv) an approved settlement statement;
B) On or before the Close of Escrow, Buyer shall deliver to Escrow Agent the following: (i) certified funds or wire transfer of the funds required by Buyer to close this transaction as shown on the approved settlement statement; and (ii) the Affidavit of Real Property Value;
C) Escrow Agent is hereby instructed to furnish and deliver to Buyer, at the Close of Escrow, at Seller’s expense, a standard owner’s title insurance policy (or binding commitment to issue same) in the amount of the purchase price insuring Buyer that Buyer has acquired good and marketable fee simple title to the Property subject only to (i) the permitted title exceptions, and (ii) the printed exceptions and conditions customarily set forth in Escrow Agent’s standard form owner’s policy of title insurance; and
D) All real property taxes and assessments, utilities costs, and rents, if any, for the Property for the period in which Closing occurs shall be prorated as of the date of Close of Escrow based on the latest information available to the Escrow Agent. Reasonable escrow fees shall be borne one-half by each party; each party shall pay its own attorneys fees; Seller shall pay any transfer taxes or documentary stamps or comparable taxes or charges; and, unless provided elsewhere in this Agreement to the contrary, all other closing costs shall be charged and allocated to the parties in the manner customary for commercial real estate transactions in Cochise County, Arizona.
Closing Matters. 38 6.1 The Closing.................................................... 38 6.2
Closing Matters. All proceedings to be taken by the Purchaser in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller and its counsel.
Closing Matters. (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.
(b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer.
(c) The closing of the purchase and sale of the Shares (“Closing”) will occur on the date on which Buyer’s trust account is liquidated after the Merger is consummated (the “Closing Date”). At the Closing, Buyer shall pay Seller the Aggregate Purchase Price by wire transfer from Prospect’s trust account of immediately available funds to an account specified by Seller and Seller shall deliver the Shares to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. It shall be a condition to the obligation of Buyer on the one hand and Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.
Closing Matters. On the Closing Date, subject to the terms and conditions hereof, the following actions shall be taken:
(a) The Company, against delivery of payment of the Purchase Price in accordance with Section 1.3(b), will deliver to the Purchaser the documents set forth in Section 4.4 hereof.
(b) The Purchaser shall deliver to the Company the Purchase Price, subject to the fee owed to Purchaser pursuant to Section 10.9 hereof, in immediately available funds by wire transfer of immediately available funds in accordance with the instructions of the Company.
Closing Matters. As soon as reasonably practicable after Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser certificates, registered in the name of the Purchaser, representing the Acquired Shares and the Warrant.
Closing Matters. At each Closing the following actions shall be taken:
(a) each Subscriber shall deliver its Purchase Price in immediately available United States funds to the escrow account established for the Offering;
(b) the Company shall cause its stock transfer agent to deliver certificates representing the Common Shares subscribed for to each Subscriber; and
(c) each of the Company and the Subscriber shall deliver to the other signed copies of this Substriction Agreement.
Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing:
(i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT M;
(ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALE), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT N;
(iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.
(iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT P;
(v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property;
(vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H;
(vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans;
(viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects;
(ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same;
(x) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and
(xi) the following to the extent they are in the Seller's possession or control:
(A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and
(B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipm...
Closing Matters. 2 1.3 Legend.......................................................... 3
