Closing Process. The Purchaser shall fix a closing date (the “Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnati...
Closing Process. The Members shall fix a closing date (the “Put/Call Closing Date”) which shall be not later than sixty (60) days after the determination of the Put/Call Purchase Price for ArchCo’s Interest in the Company in accordance with Section 15.3. The closing shall take place on the Put/Call Closing Date at the principal office of Bluerock or through escrow with a national title company. The purchase price for ArchCo’s Interest shall be paid in immediately available funds and ArchCo shall convey good and marketable title to its Interest to Bluerock free and clear of all liens and encumbrances. Each Member shall cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of ArchCo’s
Closing Process. The Closing shall be by an electronic exchange (i.e., facsimile or electronic mail) of signatures to the Buyer and Seller Documents and closing deliveries, with a subsequent delivery between Buyer and Seller of the original executed Buyer and Seller Documents and closing deliveries the following business day via Federal Express or other nationally recognized overnight carrier.
Closing Process need to put into place clear closing process so that rights and obligations under agreement as regards sale of interest can be enforced • selling co-venturer’s nominees on the JV management board should deliver resignations • third party or co-venturer buyer acting on selling co-venturer’s behalf should have the right to apply the proceeds of sale to pay down indebtedness of selling co-venturer to the JV • make provision for guarantees given by selling co-venturer • selling co-venturer should warrant good and marketable title free of all claims, encumbrances and security interests to the JV interest being sold • may need same representations from third party as from original co-venturer whose interest is being sold • need provision to deal with situation where selling co-venturer defaults often that buyer, at its option, and without limiting its other rights, can elect to complete the purchase by depositing the proceeds of sale without interest with a trustee to be held pending delivery by selling co-venturer of whatever it is required to deliver to evidence sale and buyer should have right to complete, as agent for the selling co-venturer, the transfer on the books.
Closing Process. On the date of execution of this Agreement, the parties will each send by facsimile a copy of this executed Agreement to each other at the facsimile numbers specified herein. In addition, on the date of executing this Agreement, the parties will each send by overnight mail an original copy of this executed Agreement to each other at the addresses specified herein. Immediately thereafter, the Seller shall transmit the Blaze Stock to Xxxxxxx X. Xxxxxx, Esq., counsel for the Purchaser, duly endorsed or accompanied by stock powers, duly executed in blank with appropriate transfer stamps, who shall hold the Blaze Stock in escrow until he receives certificates representing the EESV Stock, at which point he shall deliver the Blaze Stock to the Purchaser and the EESV Stock to the Seller. In the event Xx. Xxxxxx has not received the EESV Stock from Purchaser within thirty (30) days after receipt of the Blaze Stock from Seller, Xx. Xxxxxx shall promptly return the Blaze Stock to the Seller and this Agreement and the transaction contemplated herein shall be null, void and of no legal effect.
Closing Process. On the Closing Date, the following actions shall occur in the designated sequence:
1. Escrow Agent shall confirm in writing to the Parties receipt of all of the items specified in Sections 6.2(c) and 6.3(d) of this Agreement;
2. The Parties shall confirm in writing to Escrow Agent the receipt of all other documents required to be received and the occurrence of all other events specified as conditions to either Party’s obligations in Sections 6.1, 6.2 and 6.3 of this Agreement;
3. Escrow Agent shall provide a federal funds wire confirmation number for transfer of the sum of $15,000,000 to the account or accounts specified by Sellers in writing; and
4. Escrow Agent shall deliver fully executed counterparts of each of the documents listed in Sections 6.2(c) and 6.3(d) of this Agreement to each of the signatories thereto.
Closing Process. The closing process shall be as set forth on Annex B and the Confirmation. Each of Seller and Purchaser agree to close each Transaction as promptly as practicable.
Closing Process. Purchaser shall fix a closing date (the “Closing Date”) which shall be not later than sixty (60) days following the date of receipt by the Initiating Member of the responsive notice within the period set forth in Section 8.3.2, by notifying the Seller in writing of the Closing Date not less than fifteen (15) days prior thereto. The closing shall take place on the Closing Date at the principal office of the Purchaser. The purchase price for the Seller’s Interest shall be paid in immediately available funds and the Seller shall convey good and marketable title to its Interest to Purchaser or its designee free and clear of all liens and encumbrances. Each Member shall cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Seller’s Interest by the Purchaser.
Closing Process. At the Closing, (a) Seller and Buyer shall execute each Transaction Agreement, Bills of Sale, Assignment and Assumption Agreements and such other instruments of transfer or conveyance as may be required under Law to Transfer to Buyer the Transferred Assets, Transferred IP and Transferred Contracts and effect the assumption of the Assumed Liabilities and deliver each of them to the applicable counterparty thereto, and (b) Seller shall deliver to Buyer the closing certificate referenced in Section 9.3 and Buyer shall deliver to Seller the closing certificate referenced in Section 10.4. The Transferred Assets and Transferred IP shall be made available on the Closing Date, where then located.
Closing Process. If Buyer is obligated to consummate the Short-Form Merger pursuant to Section 1.3(b), the Closing shall be accomplished as follows:
(a) Buyer shall first purchase and acquire from the Shareholders all of the issued and outstanding Common Stock owned by the Shareholders; and
(b) following the purchase of Common Stock set forth in Section 2.2(a) above, Buyer shall consummate the Short-Form Merger on the Closing Date.
