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Closing Procedures Sample Clauses

Closing Procedures. Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.
Closing Procedures. (a) The closing of any purchase and sale of any series of Preferred Units pursuant to this Agreement (each such date, a “Closing Date”) shall occur on the business day prior to the applicable Maturity Date or, in the case of an exercise of the Put Right pursuant to Section 1.2(e), the fifth business day following the end of the Change of Control Put Period, as applicable, and shall take place at the location and in the manner agreed to between the parties. (b) On a Closing Date, (i) Investor shall, if directed by Brookfield under Section 1.1(a) or 1.2(c), deliver an Exchange Notice (as such term is defined in Part II of Schedule A to the Amended LPA) to Property Partnership and/or waive the application of the Automatic Exchange Provision, (ii) Investor (or a Permitted Transferee, as the case may be) will deliver (A) the certificates representing the Preferred Units being sold pursuant to this Agreement on such Closing Date (duly endorsed for transfer by Investor (or such Permitted Transferee) or accompanied by duly executed unit transfer powers) or (B) irrevocable instructions to DTC to transfer the Preferred Units by book-entry-transfer, to Brookfield free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest other than under applicable securities laws or provisions restricting transfer contained in the Amended LPA, and (ii) Brookfield will pay the aggregate Put/Call Price by wire transfer of immediately available funds to an account designated by Investor (or such Permitted Transferee) at least two business days prior to such Closing Date. (c) On a Closing Date, Investor (or a Permitted Transferee, as the case may be) will deliver a certificate addressed to Brookfield in which it will certify that Investor (or such Permitted Transferee) is the sole registered and beneficial owner of the Preferred Units being sold pursuant to this Agreement on such Closing Date and that such Preferred Units are being delivered free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest other than under applicable securities laws or provisions restricting transfer contained in the Amended LPA, and Investor and Brookfield shall take such action as necessary to cause the register of Limited Partners of Property Partnership to be updated to reflect the transfer of the Preferred Units so purchased. (d) On and after the Closing Date, Brookfield shall be considered and deemed for all purposes to be a holder o...
Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.
Closing ProceduresAt the Closing, subject to the terms and conditions of this Agreement, the parties shall take the following steps: (a) GP Seller will deliver to Buyer a certificate, dated the Closing Date, executed by a duly authorized person of GP Seller , certifying as of the Closing Date (i) a true and complete copy of the resolutions of the managing body of GP Seller authorizing the execution, delivery, and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby, which resolutions shall then be in full force and effect, and (ii) the incumbency of the authorized persons executing this Agreement and the Ancillary Documents on behalf of Seller Party and the Company. (b) Seller will deliver to Buyer certificates of the appropriate Secretaries of State or other authority certifying as of a recent date as to the good standing of Seller and each Relevant Company (other than EOCM) in its jurisdiction of formation and each other state where it is qualified to do business. (c) Seller will deliver to Buyer a certification of non-foreign status executed by Seller (or, if Seller is a disregarded entity within the meaning of Treasury Regulations Section 1.1445-2(b)(2)(iii), then the owner of such disregarded entity) in the form prescribed by Treasury Regulations Section 1.1445-2(b). (d) Seller will use commercially reasonable efforts to deliver to Buyer an estoppel certificate signed by the counterparty to each Real Property Lease relating to real property located in the United States, in form and substance reasonably satisfactory to Buyer. (e) Seller and GP Seller will deliver the Purchased Interests, free and clear of any Liens other than Permitted Equity Liens, to Buyer, together with appropriately executed instruments of transfer in form and substance reasonably satisfactory to Buyer. (f) With respect to each Ancillary Document contemplated by this Agreement to be executed at Closing, the applicable parties thereto will exchange appropriately executed counterparts of such Ancillary Document. (g) Each Phantom Stock Participant will deliver an appropriately executed Phantom Stock Cancellation Agreement to Buyer. (h) Buyer will pay, by wire transfer of immediately available funds, the Closing Indebtedness (if any) as set forth in the Allocation Certificate. (i) Buyer will pay, by wire transfer of immediately available funds, the Company Transaction Expenses (if any) as set forth in the Allocation Certificate. (j) Buyer will ma...
Closing Procedures. If a purchase and sale of any Shares, Convertible Securities and/or other securities of the Corporation is made pursuant to this Agreement, the following shall apply:
Closing Procedures. On or before the Closing Date the Purchaser shall: (a) pay to its Solicitors, in trust, the Unpaid Balance by negotiable cheque certified by a chartered bank or bank draft; (b) make available to the Vendor, the undertaking of the Purchaser’s Solicitors to pay the Unpaid Balance upon the lodging of the Transfer provided that if the transaction does not complete for any reason or if Purchaser’s Solicitors are unable to comply with their undertakings, then the Purchaser’s Solicitors will either return the Transfer, unused, to the Vendor’s Solicitors upon demand, or alternatively to make application to the Registrar of the Land Title Office to have the Transfer withdrawn and to return the Transfer to the Vendor’s Solicitors upon receipt of same from the Land Title Office.
Closing ProceduresSubject to the satisfaction or waiver by the relevant Party of the conditions of closing set forth in Section 6, at the completion of the Purchase, the Vendor and the Purchaser shall each deliver to the other Party, a certificate or certificates representing the Purchased Shares and the Issued Shares, respectively, duly endorsed for transfer.
Closing Procedures. The Closing shall be held in Summit County, Colorado, at a time and place specified by Seller in the notice given under Section 8(a) above, unless extended pursuant to Section 8(a) above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions: (i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Property subject only to those matters as set forth in Section 6 of this Agreement and any other title exceptions waived by Purchaser or permissible pursuant to Section 6 above; (ii) Seller shall convey title to the personal property and fixtures installed within the Residence by a quit claim bill of sale, without warranty; (iii) Purchaser shall pay the balance of the Purchase Price as required by Section 3(b) above; and (iv) Purchaser and Seller shall execute and deliver such other documents, pay such other amounts, and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement and as is customary in similar transactions in Summit County, Colorado.
Closing Procedures. The Closing shall be held in Pitkin County, Colorado, at a time and place specified by Seller in the notice given under Subsection 10.a. above, unless extended pursuant to Section 8 above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions: i. Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above; ii. Seller shall convey title to the personal property and fixtures installed within the Unit by a xxxx of sale; iii. Purchaser shall pay the balance of the Purchase Price as required by Section 4 above and the other charges and fees described in this Agreement to be paid at Closing; and iv. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing ProceduresAt the Closing, the parties shall take the following actions: i. Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above; ii. Seller shall convey title to the personal property and fixtures installed within the Unit by a xxxx of sale; iii. Purchaser shall pay the balance of the Purchase Price as required by Section 4 above and the other charges and fees described in this Agreement to be paid at Closing; and iv. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement.