Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. The Closing shall be conducted through escrow with the Closing Agent using an escrow procedure mutually acceptable to both Seller and Buyer, or, if either Buyer or Seller determines in good faith that such an escrow Closing is not practical, through a so-called "New York style" closing (in which authorized representatives of Seller and Buyer attend the Closing). Seller and Buyer agree to execute and deliver into escrow on the day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at 10:00 a.m. Eastern standard time on the last Business Day prior to the Closing Date but not deliver until the "New York style" closing) all Closing Documents with funding and release to occur on the Closing Date. Upon Closing, Buyer shall deliver to Seller the Adjusted Purchase Price and the other items required of Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer the Company Shares and the other items required of Seller as elsewhere set forth herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hospitality Properties Trust)

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Closing Mechanics. The Closing shall be conducted through escrow with the Closing Agent using an escrow procedure mutually acceptable to both Seller and Buyer, or, if either Buyer or Seller determines in good faith that such an escrow Closing is not practical, through a so-called "New York style" closing (in which authorized representatives of Seller and Buyer attend the Closing). Seller and Buyer agree to execute and deliver into escrow on the day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at 10:00 a.m. Eastern eastern standard time on the last Business Day prior to the Closing Date but not deliver until the "New York style" closing) all Closing Documents with funding and release to occur on the Closing Date. Upon Closing, Buyer shall deliver to Seller the Adjusted Purchase Price total allocated value of the Hotels being purchased on such date (as such value is set forth on Exhibit A-13 hereof) and the other items required of Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer possession of the Company Shares Property, subject only to the Permitted Title Exceptions, and the other items required of Seller as elsewhere set forth herein. Notwithstanding anything contained in this Agreement to the contrary, including Paragraph 10, Buyer and Seller agree that the initial Closing hereunder and the consummation of the transaction under the PR Stock Agreement shall occur in accordance with the procedure set forth in a separate letter agreement duly executed and delivered by each such party in connection with the initial Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Intercontinental Hotels Group PLC /New/)

Closing Mechanics. The Closing shall be conducted through escrow with the Closing Agent using an escrow procedure mutually acceptable to both Seller and Buyer, or, if either Buyer or Seller determines in good faith that such an escrow Closing is not practical, through a so-called "New York style" closing (in which authorized representatives of Seller and Buyer attend the Closing). Seller and Buyer agree to execute and deliver into escrow on the day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at 10:00 a.m. Eastern standard time Time on the last Business Day prior to the Closing Date but not deliver until the "New York style" closing) all Closing Documents with funding and release to occur on the Closing Date. Upon Closing, Buyer shall deliver to Seller the Adjusted Purchase Price total allocated value of the Hotels being purchased on such date (as such value is set forth on Exhibit A-13 hereof) and the other items required of Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer possession of the Company Shares Property, subject only to the Permitted Title Exceptions, and the other items required of Seller as elsewhere set forth herein.

Appears in 1 contract

Samples: Management Agreement (Hospitality Properties Trust)

Closing Mechanics. The Closing shall be conducted through escrow with the Closing Agent using an escrow procedure mutually acceptable to both Seller and Buyer, or, if either Buyer or Seller determines in good faith that such an escrow Closing is not practical, through a so-called "New York style" closing (in which authorized representatives of Seller and Buyer attend the Closing). Seller and Buyer agree to execute and deliver into escrow on the day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at 10:00 a.m. Eastern standard time on the last Business Day prior to the Closing Date but not deliver until the "New York style" closing) all Closing Documents with funding and release to occur on the Closing Date. Upon Closing, Buyer shall deliver to Seller the Adjusted Purchase Price and the other items required of Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer the Company Shares and the other items required of Seller as elsewhere set forth herein. Notwithstanding anything contained in this Agreement to the contrary, including Paragraph 10, Buyer and Seller agree that the Closing hereunder and the consummation of the initial transaction under the Purchase and Sale Agreement shall occur in accordance with the procedure - 11 - set forth in a separate letter agreement duly executed and delivered by each such party in connection with the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hospitality Properties Trust)

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Closing Mechanics. The Closing shall be conducted through escrow with the Closing Agent using an escrow procedure mutually acceptable to both Seller and Buyer, or, if either Buyer or Seller determines in good faith that such an escrow Closing is not practical, through a so-called "New York style" closing (in which authorized representatives of Seller and Buyer attend the Closing). Seller and Buyer agree to execute and deliver into escrow on the day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at 10:00 a.m. Eastern standard time on the last Business Day prior to the Closing Date but not deliver until the "New York style" closing) all Closing Documents with funding and release to occur on the Closing Date. Upon Closing, Buyer shall deliver to Seller the Adjusted Purchase Price and the other items required of Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer the Company Shares and the other items required of Seller as elsewhere set forth herein. Notwithstanding anything contained in this Agreement to the contrary, including Paragraph 10, Buyer and Seller agree that the Closing hereunder and the consummation of the initial transaction under the Purchase and Sale Agreement shall occur in accordance with the procedure set forth in a separate letter agreement duly executed and delivered by each such party in connection with the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intercontinental Hotels Group PLC /New/)

Closing Mechanics. The Closing shall be conducted through escrow with the Closing Agent using an escrow procedure mutually acceptable to both Seller and Buyer, or, if either Buyer or Seller determines in good faith that such an escrow Closing is not practical, through a so-called "New York style" closing (in which authorized representatives of Seller and Buyer attend the Closing). Seller and Buyer agree to execute and deliver into escrow on the day prior to the Closing Date (or, if applicable, execute at a "pre-closing" at 10:00 a.m. Eastern eastern standard time on the last Business Day prior to the Closing Date but not deliver until the "New York style" closing) all Closing Documents with funding and release to occur on the Closing Date. Upon Closing, Buyer shall deliver to Seller the Adjusted Purchase Price total allocated value of the Hotels being purchased on such date (as such value is set forth on EXHIBIT A-13 hereof) and the other items required of Buyer as elsewhere set forth herein, and Seller shall deliver to Buyer possession of the Company Shares Property, subject only to the Permitted Title Exceptions, and the other items required of Seller as elsewhere set forth herein. Notwithstanding anything contained in this Agreement to the contrary, including Paragraph 10, Buyer and Seller agree that the initial Closing hereunder and the consummation of the transaction under the PR Stock Agreement shall occur in accordance with the procedure set forth in a separate letter agreement duly executed and delivered by each such party in connection with the initial Closing.

Appears in 1 contract

Samples: Management Agreement (Hospitality Properties Trust)

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