Common use of CLOSING/POSSESSION Clause in Contracts

CLOSING/POSSESSION. (a) The donation of the Equipment shall close ("Close" or "Closing") on a date or dates agreed upon by Donor and Donee promptly after Donor notifies Donee that the conditions set forth in subsection 2(b) and, if applicable, subsection 2(c) are satisfied with respect to all of the Equipment, and the Donor is able to deliver such units to Donee. Donor and Xxxxx acknowledge a shared intention to complete the donation and delivery of the Equipment not later than February 28, 2023. However, Donor and Xxxxx acknowledge the timing of completion of repairs of the units for delivery to Donee, in addition to other priorities of Donor, may result in a delay in the Closing. (b) Immediately upon Closing, Donor shall deliver the Equipment to Donee by moving such Equipment to the location identified by the Donee. Donee shall have no obligation to reimburse the transportation costs incurred by Donor in moving the Equipment. (c) Possession of the Equipment shall pass to Donee upon delivery of the Equipment. Donee shall have no right to possession or occupancy of or entry upon any portion of the property where the Equipment is currently located other than as provided in Section 2 above. Title to the Equipment shall remain vested in Donor until Closing. (d) The Closing shall be held virtually at the convenience of the parties. (e) At the Closing, Donor shall deliver to Donee the executed Quitclaim Bill of Sale referred to in Section 4 for the units of the Equipment, and Donee shall deliver to Donor an executed counterpart of the Quitclaim Bill of Sale and any documents required by Xxxxx as set forth in Section 8 below. (f) At Closing, Donee shall pay to Donor any costs required to be reimbursed or paid to Donor by Donee under subsection 2(b) above.

CLOSING/POSSESSION. (a) The donation purchase and sale of the Equipment Unit shall close be consummated at a closing ("Close" or "“Closing"”) on a date or dates agreed upon by Donor and Donee promptly after Donor notifies Donee that to be held at the conditions set forth in subsection 2(b) and, if applicable, subsection 2(c) are satisfied with respect to all offices of the EquipmentTitle Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of Jackson, Wyoming; (ii) the recordation of the Plat and Declaration in the Office of the Teton County, Wyoming Clerk, and (iii) written verification from the Donor Housing Department that Buyer is a “Local Business” and able purchase the Unit (the date upon which Closing occurs is referred to deliver such units to Doneeherein as the “Closing Date”). Donor and Xxxxx acknowledge a shared intention to complete the donation and delivery It is anticipated that construction of the Equipment Unit will be substantially completed (meaning Seller has obtained a certificate of occupancy for the Unit) by March 31, 2021 (“Estimated Completion Date”). If Seller has not later than February 28obtained a certificate of occupancy for the Unit within 90 days after the Estimated Completion Date (such date to be extended day for day, 2023. Howeverfor any delays caused by Buyer or Buyer’s agent), Donor then as Buyer’s sole remedy, Buyer may terminate this Contract by giving written notice of termination to Seller and Xxxxx acknowledge Seller shall, upon receipt of this notice of termination, instruct the timing of completion of repairs of Title Company to return the units for delivery Xxxxxxx Money to Donee, in addition to other priorities of Donor, may result in a delay in Buyer and the Closing. (b) Immediately upon Closing, Donor shall deliver the Equipment to Donee by moving such Equipment to the location identified by the Donee. Donee parties shall have no obligation to reimburse the transportation costs incurred by Donor in moving the Equipment. (c) Possession of the Equipment shall pass to Donee upon delivery of the Equipmentother rights or obligations hereunder. Donee shall have no right to possession or occupancy of or entry upon any portion of the property where the Equipment is currently located other than as provided in Section 2 above. Title to the Equipment shall remain vested in Donor until Closing. (d) The Closing shall be held virtually at the convenience of the parties. (e) At the Closing, Donor shall deliver to Donee the executed Quitclaim Bill of Sale referred to in Section 4 for the units of the Equipment, and Donee shall deliver to Donor an executed counterpart of the Quitclaim Bill of Sale and any documents required by Xxxxx as set forth in Section 8 below. (f) At Closing, Donee the Xxxxxxx Money shall be transferred to Seller (and applied as a credit to the Purchase Price) and Buyer shall pay the Seller the unpaid balance of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to Donor any costs required the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to be reimbursed or paid Buyer. Closing shall also refer to Donor by Donee under subsection 2(b) aboveboth the recordation of the Warranty Deed and disbursing of funds.

CLOSING/POSSESSION. The parties hereto agree to close the purchase and sale of Parcel A (ahereinafter, the “Closing of Parcel A”) on or before July 15, 2005, and to close the purchase and sale of Parcel B (“the Closing of Parcel B”) on or before the later of (i) April 1, 2006, or (ii) thirty (30) days after Purchaser’s receipt of written notice from Seller certifying that Seller has completely vacated Parcel B and is no longer occupying any portion thereof, but in no event shall Seller occupy Parcel B beyond the date which is ten (10) months after the Closing of Parcel A provided the Closing of Parcel B occurs. The donation Closing of Parcel A and the Closing of Parcel B are collectively (or individually, as the context requires) referred to herein as the “Closing”. Each Closing will take place in the offices of Seller or Seller’s counsel. Purchaser shall have the right to move each Closing to an earlier date with the written agreement of Seller. Purchaser has three (3) thirty (30) day extensions of the Equipment shall close Closing of Parcel A and three ("Close" 3) thirty (30) day extensions of the Closing of Parcel B. To exercise these rights, Purchaser must — prior to the expiration of the scheduled Closing of Parcel A or "Closing"the scheduled Closing of Parcel B, as the case may be — deliver to Seller (with a copy to Title Company) on written notice of Purchaser’s exercise of the applicable thirty (30) day extension. Each time Purchaser exercises a date thirty (30) day extension of the Closing of Parcel A or dates agreed upon by Donor and Donee promptly after Donor notifies Donee that the conditions Closing of Parcel B, as the case may be, Purchaser must pay to Seller an extension fee (“Extension Fee”) for such extension as follows: $50,000.00 for the first extension of either the Closing of Parcel A or B; $100,000.00 for the second extension of either the Closing of Parcel A or B; $200,000.00 for the third extension of either the Closing of Parcel A or B. Once paid to Seller, the Extension Fee is non-refundable to Purchaser for any reason other than the failure of any condition of Purchaser set forth in subsection 2(b) andParagraph 2.b. or as provided in Paragraphs 7 or 9 below, if applicable, subsection 2(c) are satisfied with respect to all but such Extension Fee will be applied against the Purchase Price at the Closing of the Equipmentparticular parcel. Seller shall at each Closing execute and deliver such other documents or instruments as may be reasonably required by Purchaser, or required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing, including, without limitation, the deed as required by this Agreement, a commercially reasonable title affidavit, such proof of authority as may reasonably be requested, and the Donor is able to deliver such units to Doneea closing statement. Donor and Xxxxx acknowledge a shared intention to complete the donation and delivery of the Equipment not later than February 28, 2023. However, Donor and Xxxxx acknowledge the timing of completion of repairs of the units for delivery to Donee, in addition to other priorities of Donor, may result in a delay in the Closing. (b) Immediately upon Closing, Donor Purchaser shall deliver the Equipment to Donee by moving such Equipment to the location identified by the Donee. Donee shall have no obligation to reimburse the transportation costs incurred by Donor in moving the Equipment. (c) Possession of the Equipment shall pass to Donee upon delivery of the Equipment. Donee shall have no right to possession or occupancy of or entry upon any portion of the property where the Equipment is currently located other than as provided in Section 2 above. Title Purchase Price due at each Closing pursuant to the Equipment shall remain vested in Donor until Closing. (d) The Closing shall terms of this Agreement and execute and deliver such other documents or instruments as may reasonably be held virtually at the convenience of the parties. (e) At required by Seller to effectuate the Closing, Donor including, without limitation, a closing statement. Seller shall deliver have the right to Donee occupy and possess the executed Quitclaim Bill of Sale referred Parcel A and Parcel B for up to in Section 4 for ten (10) months after the units date of the EquipmentClosing of Parcel A, with no rent obligations, but Seller shall be responsible for paying real estate taxes, insurance costs, utility costs and Donee other occupancy and operation costs for such parcels during its period of occupancy. Prior to the Closing of Parcel A, Seller and Purchaser shall deliver negotiate and execute a lease agreement reflecting such rights and obligations and permitting Purchaser to Donor an executed counterpart enter upon Parcel A and Parcel B during such occupancy period in order to conduct surveys, tests and other activities which do not interfere with Seller’s operation of its business at such parcels. Seller shall, prior to the Quitclaim Bill of Sale date occupancy is to be delivered to Purchaser, remove all property that Seller desires to remove and any documents required items remaining after such date may be disposed by Xxxxx Purchaser in any manner it desires. Both parties agree to negotiate in good faith in order to enter into the above described Lease. If the Seller vacates Parcel A on or before six (6) months after the Closing of Parcel A, then as set forth in Section 8 below. (f) At Closingconsideration for Seller’s early turnover of Parcel A, Donee Purchaser shall pay Seller the sum of Three Hundred Thousand Dollars ($300,000.00) (“Incentive Fee”) within thirty (30) days after Seller’s delivery of possession of Parcel A to Donor Purchaser, which Incentive Fee is non-refundable to Purchaser for any costs required to reason, but which Incentive Fee will be reimbursed or paid to Donor by Donee under subsection 2(b) above.applied against the Purchase Price at the Closing of Parcel B.

CLOSING/POSSESSION. (a) The donation parties hereto agree, subject to satisfaction of the Equipment shall close ("Close" or "Closing") on a date or dates agreed upon by Donor and Donee promptly after Donor notifies Donee that the conditions precedent to Closing set forth in subsection 2(bSection 4 and 6 herein, to close the purchase and sale of the Property (the “Closing”) andon or before December 31, if applicable2010 or on such earlier date as shall be directed by Purchaser. The Closing will take place in the offices of Purchaser’s counsel. Purchaser shall have the right to move the Closing to an earlier date upon at least seven (7) days prior written notice to Seller. Seller shall at the Closing execute and deliver such other documents or instruments as may be reasonably required by Purchaser, subsection 2(cor required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing, including, without limitation, the Deed as required by this Agreement, a commercially reasonable title affidavit, such proof of authority as may reasonably be requested, a general bxxx of sale assigning, transferring and conveying to Purchaser the Systems and other improvements located at the Property, exclusive, however, of the Excluded Property, which Seller shall be entitled to remove from the Property in accordance with the provisions of Section 1 of this Purchase Agreement, and a closing statement. Purchaser shall deliver the portion of the Purchase Price due at Closing pursuant to the terms of this Agreement and execute and deliver such other documents or instruments as may reasonably be required by Seller to effectuate the Closing, including, without limitation, a closing statement. Possession shall be delivered ninety (90) are satisfied days after Closing (“Possession Date”); provided, however, that in the event that Seller notifies Purchaser that Seller is exercising its Lease Option (as hereinafter defined) or is deemed hereby to have exercised its Lease Option with respect to the K&B Technic Building and/or the Components Building, as the case may be, in accordance with the lease provisions set forth below, then the parties hereto (or their respective designees) shall execute and deliver at Closing a written Lease Agreement, the Term of which (including the payment of rent) shall commence as of the first day after the date of Closing. Until the Possession Date, Seller shall be permitted to remain in full possession of the Property, subject, however, to the terms and conditions of any Lease Agreement executed by the parties with respect to the K&B Technic Building and/or the Components Building, as applicable. Purchaser hereby grants Seller the right to lease back from Purchaser at Closing one or more of the buildings (but not just a portion of any building) on the Property (the “Leased Premises”) for a one year period (“Term”) beginning on the first day after the day of Closing (“Lease Option”) at a rate of $1.00 per square foot of space contained in each building. Furthermore, any such lease shall contain an option, exercisable by Seller in its sole discretion at any time during the Term, to extend the Term up to an additional three (3) months on the same terms and conditions and at the same rental rate that existed for the initial Term of such lease. If Seller fails to notify the Purchaser whether it intends to exercise the Lease Option on or before the Closing Date, Seller shall be deemed to have exercised the Lease Option as to the K&B Technic Building and the Components Building. Such lease shall be a triple-net lease and Seller shall be responsible for paying all real estate taxes, insurance costs, utility costs and other occupancy and operation costs for the Leased Premises, on a pro rata basis (if the Leased Premises contains less than all of the Equipment, buildings located on the Property) during its period of occupancy. Seller acknowledges and agrees that Seller shall be leasing the Donor is able to deliver such units to Donee. Donor Leased Premises from Purchaser at Closing in its “as-is” condition and Xxxxx acknowledge a shared intention to complete the donation and delivery of the Equipment not later than February 28, 2023. However, Donor and Xxxxx acknowledge the timing of completion of repairs of the units for delivery to Donee, in addition to other priorities of Donor, may result in a delay in the Closing. (b) Immediately upon Closing, Donor shall deliver the Equipment to Donee by moving such Equipment to the location identified by the Donee. Donee further agrees that Purchaser shall have no obligation to reimburse perform any maintenance or to make any repairs or replacements of any nature or kind to the transportation costs incurred by Donor in moving Leased Premises during the Equipment. (c) Possession term of such lease, including, but not limited to, the Equipment shall pass to Donee upon delivery of the Equipmentroof and roof systems, walls, footers, foundations, Systems, or floors. Donee Notwithstanding, Seller shall have no right obligation to possession undertake such maintenance or occupancy of or entry upon any portion repairs. Prior to Closing, Seller and Purchaser shall negotiate and execute a lease agreement reflecting such rights and obligations. Seller shall cause an initial draft of the property where form of lease to be drafted by its counsel and delivered to Purchaser within forty-five (45) days of the Equipment is currently located other than as provided in Section 2 abovedate of this Agreement. Title Seller shall, prior to the Equipment shall remain vested in Donor until Closing. (d) The Closing shall date occupancy is to be held virtually at delivered to Purchaser, subject, however to the convenience provisions of Section 1 herein, remove all of its furniture, furnishings, tools, materials, supplies, unattached equipment, cranes, conveyors and conveyor systems from the parties. (e) At the Closing, Donor shall deliver Leased Premises that Seller desires to Donee the executed Quitclaim Bill of Sale referred to in Section 4 for the units of the Equipment, and Donee shall deliver to Donor an executed counterpart of the Quitclaim Bill of Sale remove and any documents required such items remaining after such date may be disposed by Xxxxx as set forth Purchaser in Section 8 below. (f) At Closingany manner it desires; provided, Donee however, in all circumstances, that Seller shall pay to Donor cause all barrels, drums, cans, or similar or other containers located on the Property containing any costs required chemicals, cleaning agents, solvents, hazardous materials, or environmental substances to be reimbursed or paid removed from the Property and Leased Premises at Seller’s sole expense. Both parties agree to Donor by Donee under subsection 2(b) abovenegotiate in good faith in order to enter into the above described lease.

CLOSING/POSSESSION. (a) The donation purchase and sale of the Equipment Unit shall close be consummated at a closing ("Close" or "“Closing"”) on a date or dates agreed upon by Donor and Donee promptly after Donor notifies Donee that to be held at the conditions set forth in subsection 2(b) and, if applicable, subsection 2(c) are satisfied with respect to all offices of the EquipmentTitle Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of Jackson, Wyoming; (ii) the recordation of the Plat and Declaration in the Office of the Teton County, Wyoming Clerk, and (iii) written verification from the Donor Housing Department that Buyer is able eligible to deliver such units purchase the Unit (the date upon which Closing occurs is referred to Doneeherein as the “Closing Date”). Donor and Xxxxx acknowledge a shared intention to complete the donation and delivery It is anticipated that construction of the Equipment Unit will be substantially completed (meaning Seller has obtained a certificate of occupancy for the Unit) by March 31, 2021 (“Estimated Completion Date”). If Seller has not later than February 28obtained a certificate of occupancy for the Unit within 90 days after the Estimated Completion Date (such date to be extended day for day, 2023. Howeverfor any delays caused by Buyer or Buyer’s agent), Donor then as Buyer’s sole remedy, Buyer may terminate this Contract by giving written notice of termination to Seller and Xxxxx acknowledge Seller shall, upon receipt of this notice of termination, instruct the timing of completion of repairs of Title Company to return the units for delivery Xxxxxxx Money to Donee, in addition to other priorities of Donor, may result in a delay in Buyer and the Closing. (b) Immediately upon Closing, Donor shall deliver the Equipment to Donee by moving such Equipment to the location identified by the Donee. Donee parties shall have no obligation to reimburse the transportation costs incurred by Donor in moving the Equipment. (c) Possession of the Equipment shall pass to Donee upon delivery of the Equipmentother rights or obligations hereunder. Donee shall have no right to possession or occupancy of or entry upon any portion of the property where the Equipment is currently located other than as provided in Section 2 above. Title to the Equipment shall remain vested in Donor until Closing. (d) The Closing shall be held virtually at the convenience of the parties. (e) At the Closing, Donor shall deliver to Donee the executed Quitclaim Bill of Sale referred to in Section 4 for the units of the Equipment, and Donee shall deliver to Donor an executed counterpart of the Quitclaim Bill of Sale and any documents required by Xxxxx as set forth in Section 8 below. (f) At Closing, Donee the Xxxxxxx Money shall be transferred to Seller (and applied as a credit to the Purchase Price) and Buyer shall pay the Seller the unpaid balance of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to Donor any costs required the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to be reimbursed or paid Buyer. Closing shall also refer to Donor by Donee under subsection 2(b) aboveboth the recordation of the Warranty Deed and disbursing of funds.

CLOSING/POSSESSION. (a) The donation purchase and sale of the Equipment Unit shall close be consummated at a closing ("Close" or "“Closing"”) on a date or dates agreed upon by Donor and Donee promptly after Donor notifies Donee that to be held at the conditions set forth in subsection 2(b) and, if applicable, subsection 2(c) are satisfied with respect to all offices of the EquipmentTitle Company in Jackson, Wyoming. The Closing shall take place within 20 business days following the last to occur of (i) the receipt of a Certificate of Occupancy for the Unit issued by the Town of Jackson, Wyoming and (ii) written verification from the Housing Department that Buyer is a “Local Business” and able purchase the Unit (the date upon which Closing occurs is referred to herein as the “Closing Date”). It is anticipated that construction of the Unit will be substantially completed (meaning Seller has obtained a certificate of occupancy for the Unit) by , 2021 (“Estimated Completion Date”). If Seller has not obtained a certificate of occupancy for the Unit within 90 days after the Estimated Completion Date (such date to be extended day for day, for any delays caused by Buyer or Buyer’s agent), then as Buyer’s sole remedy, Buyer may terminate this Contract by giving written notice of termination to Seller and Seller shall, upon receipt of this notice of termination, instruct the Title Company to return the Xxxxxxx Money to Buyer and the Donor is able to deliver such units to Donee. Donor and Xxxxx acknowledge a shared intention to complete the donation and delivery of the Equipment not later than February 28, 2023. However, Donor and Xxxxx acknowledge the timing of completion of repairs of the units for delivery to Donee, in addition to other priorities of Donor, may result in a delay in the Closing. (b) Immediately upon Closing, Donor shall deliver the Equipment to Donee by moving such Equipment to the location identified by the Donee. Donee parties shall have no obligation to reimburse the transportation costs incurred by Donor in moving the Equipment. (c) Possession of the Equipment shall pass to Donee upon delivery of the Equipmentother rights or obligations hereunder. Donee shall have no right to possession or occupancy of or entry upon any portion of the property where the Equipment is currently located other than as provided in Section 2 above. Title to the Equipment shall remain vested in Donor until Closing. (d) The Closing shall be held virtually at the convenience of the parties. (e) At the Closing, Donor shall deliver to Donee the executed Quitclaim Bill of Sale referred to in Section 4 for the units of the Equipment, and Donee shall deliver to Donor an executed counterpart of the Quitclaim Bill of Sale and any documents required by Xxxxx as set forth in Section 8 below. (f) At Closing, Donee the Xxxxxxx Money shall be transferred to Seller (and applied as a credit to the Purchase Price) and Buyer shall pay the Seller the unpaid balance of the Purchase Price, and Seller shall deliver ‘good and marketable title’ meaning such title that is insurable by a Wyoming licensed titled insurance company under a A.L.T.A. Standard Owner’s title insurance policy, which may be subject to Donor any costs required the following: (1) Final Permitted Exceptions; (2) pro-rated taxes and assessments for the year of Closing; and (3) a general Warranty Deed. Seller shall then, upon consummation of Closing, deliver possession of the Unit to be reimbursed or paid Buyer. Closing shall also refer to Donor by Donee under subsection 2(b) aboveboth the recordation of the Warranty Deed and disbursing of funds.