Common use of Closing of a Transfer Clause in Contracts

Closing of a Transfer. Closing for the Transfer of Partnership Rights pursuant to Section 6.2 shall occur within sixty (60) days following expiration of any relevant Transfer Offering Period and shall take place at the office of the Partnership at 10:00 a.m. on the date so specified in the written notice, or at such other time and place as shall be mutually agreeable. At such closing, the seller must transfer and deliver the Partnership Rights to the buyer and the buyer shall pay the agreed consideration to the seller. The seller shall also deliver to the buyer an instrument executed by the seller, warranting that the Partnership Rights are free and clear of all liens, claims, and encumbrances of every kind. The seller shall also agree therein to indemnify the buyer against and to hold it harmless from any loss, cost or damage which it may incur by reason of the breach of such warranty. Further, in the event that the seller shall fail to appear at the closing or shall fail to deliver the certificate or certificates representing the Partnership Rights when required to do so, or shall otherwise fail to comply with its obligations under this Agreement, the buyer may thereupon place cash or immediately and available funds equal to the purchase price in escrow for the seller, whereupon the Partnership shall be privileged to cancel the seller's Partnership Rights and to treat the Partnership Rights as having been purchased by the buyer. Such purchase price shall be released from escrow only upon surrender by the seller of such certificate or certificates, properly endorsed for transfer, or proof of destruction or loss thereof satisfactory to the Partnership.

Closing of a Transfer. Closing for the Transfer of Partnership Rights Membership Units pursuant to Section 6.2 9.2 shall occur within sixty (60) days following expiration of any relevant Transfer Offering Period and shall take place at the office of the Partnership LLC at 10:00 a.m. on the date so specified in the written notice, or at such other time and place as shall be mutually agreeable. At such closing, closing the seller must transfer and deliver the Partnership Rights Membership Units to the buyer and the buyer shall pay the agreed consideration to the seller. The seller shall also deliver to the buyer an instrument executed by the seller, warranting that the Partnership Rights Membership Units are free and clear of all liens, claims, and encumbrances of every kind. The seller shall also agree therein to indemnify the buyer against and to hold it harmless from any loss, cost cost, or damage which it may incur by reason of the breach of such warranty. Further, in the event that the seller shall fail to appear at the closing or shall fail to deliver the a certificate or certificates representing the Partnership Rights Membership Units when required to do so, or shall otherwise fail to comply with its obligations under this Agreement, the buyer may thereupon place cash or immediately and available funds equal to the purchase price in escrow for the seller, whereupon the Partnership LLC shall be privileged to cancel the seller's Partnership Rights Membership Units and to treat the Partnership Rights Membership Units as having been purchased by the buyer. Such purchase price shall be released from escrow only upon surrender by the seller of such certificate or certificates, properly endorsed for transfer, or proof of destruction or loss thereof satisfactory to the PartnershipLLC.

Closing of a Transfer. Closing for the Transfer of Partnership Membership Rights pursuant to Section 6.2 6.2. shall occur within sixty (60) days following expiration of any relevant Transfer Offering Period and shall take place at the office of the Partnership Company at 10:00 a.m. on the date so specified in the written notice, or at such other time and place as shall be mutually agreeable. At such closing, the seller must transfer Transfer and deliver the Partnership Membership Rights to the buyer and the buyer shall pay the agreed consideration to the seller. The seller shall also deliver to the buyer an instrument executed by the seller, warranting that the Partnership Membership Rights are free and clear of all liens, claims, and encumbrances of every kind. The seller shall also agree therein to indemnify the buyer against and to hold it harmless from any loss, cost or damage which it may incur by reason of the breach of such warranty. Further, in the event that the seller shall fail to appear at the closing or shall fail to deliver the certificate or certificates representing the Partnership Membership Rights when required to do so, or shall otherwise fail to comply with its obligations under this Agreement, the buyer may thereupon place cash or immediately and available funds equal to the purchase price in escrow for the seller, whereupon the Partnership Company shall be privileged to cancel the seller's Partnership ’s Membership Rights and to treat the Partnership Membership Rights as having been purchased by the buyer. Such purchase price shall be released from escrow only upon surrender by the seller of such certificate or certificates, properly endorsed for transferTransfer, or proof of destruction or loss thereof satisfactory to the PartnershipCompany.