CLOSING OF SALES CONTRACT Sample Clauses

CLOSING OF SALES CONTRACT. Assignee shall not be obligated to close this Agreement unless the Contract Seller under the Sales Contract has performed all of its obligations thereunder and Assignor is prepared to proceed with the Closing of the Sales Contract in the manner described in SECTION 8. In the event that this condition is not satisfied on or prior to the Closing Date then Assignee shall have the right to terminate this Agreement at any time on or prior to the Closing Date, in which case the Exxxxxx Money shall be promptly refunded to Assignee and this Agreement shall be terminated. Notwithstanding the foregoing, in the event that the reason that the Closing is not occurring is because of the failure of the Contract Seller to perform under the Sales Contract, then Assignee shall have the following additional options in lieu of terminating this Agreement, which options must be exercised by notice to Assignor within five (5) business days after the scheduled Closing Date. Assignee may extend this Agreement up to an additional 60 days during which time Assignor shall use commercially reasonable efforts, excluding the pursuit of legal action, to enforce the Sales Contract against the Contract Seller. Alternatively, Assignee may close the exchange by paying the Initial Exchange Value and receiving assignments of the Purchase Rights and Development Rights, in which event Assignee may pursue legal remedies against the Contract Seller in the Sales Contract directly, and Assignor shall have no further interest therein. If Assignee chooses the extension option and the Sales Contract is not closing at the end of the extension, then at such time Assignee may choose by notice to Assignor within five (5) business days after an expiration of the extension period either to terminate (and receive a refund of the Exxxxxx Money) or to complete the exchange as set forth in the prior sentence.
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Related to CLOSING OF SALES CONTRACT

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Opening of Escrow Buyer shall immediately cause an escrow (the "Escrow") to be opened at Escrow Holder's office located at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Xxxx Xxxx-Xxxxxxxx for the purpose of facilitating the consummation of this Agreement, by delivering the Deposit (as defined in Section 4.1 below) to Escrow Holder along with a copy of the fully executed original (or executed counterparts) of this Agreement within two (2) business days after executing this Agreement. Escrow Holder shall, immediately upon its receipt of the Deposit and executed Agreement, execute and deliver to Buyer and Seller the Consent and Acceptance of Escrow Holder attached to this Agreement, which Consent and Acceptance of Escrow Holder shall specify the date of such receipt (the "Escrow Opening Date"). This Agreement constitutes instructions to Escrow Holder. Buyer and Seller shall execute such additional mutual instructions as Escrow Holder may reasonably require, provided that such additional instructions shall be consistent with this Agreement. Any inconsistency between any such additional instructions and this Agreement shall be resolved in a manner consistent with this Agreement, and the provisions of this Agreement shall prevail unless Buyer and Seller waive such inconsistent provision in writing by specifically referring to the fact of such inconsistency and their intent to waive it.

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

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