Closing Terms Sample Clauses
Closing Terms. This Section 20.06 sets forth and will govern the procedures, terms and conditions pursuant to which a Member selling its Membership Interest (the "Selling Member") will be transferred to a Member purchasing the Selling Member's Membership Interest (the "Purchasing Member") pursuant to Section 20.03.
Closing Terms. AND CONDITIONS The transaction shall be deemed to be effective only upon payment of the $75,000 as described in Payment terms and Conditions below. Closing will be deemed to have occurred upon receipt of this first payment.
Closing Terms. If Tenant shall purchase Landlord's interest in the Premises pursuant to this Section 23 (or pursuant to any other provision of this Lease providing for purchase of Landlord's interest by Tenant), Landlord shall convey or cause to be conveyed title thereto, the state of which shall be as good as the state of title which existed in Landlord on the date on which the Term of this Lease commenced (subject to any divestment of Landlord's title if the purchase occurs following any Taking, or subject to the Material Title Defect if the purchase follows the occurrence thereof), and Tenant or its designee shall accept such title, subject, however, to (i) the condition of the Premises on the date of purchase, (ii) all charges, liens, security interests and encumbrances on the Premises and (iii) all applicable Legal Requirements, but free of the lien of any Mortgage and any charges, liens, security interests and encumbrances arising after the date on which the Term commenced resulting from acts of Landlord taken without the consent of Tenant. Upon the date fixed for purchase, Tenant shall, by wire transfer of immediately available funds, pay to Landlord, or as Landlord shall have directed, the purchase price applicable for such purchase together with all Minimum Rent, Additional Rent owing to Landlord and other sums then due and payable hereunder to and including such date of purchase, and there shall be delivered to Tenant a deed to or other conveyance of Landlord's interests in the Premises being sold to Tenant and any other instruments necessary to convey the title thereto, and to assign any other property then required to be assigned by Landlord pursuant to this Lease. Tenant shall pay all charges incident to such conveyance and assignment, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums and all applicable Taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of or in connection with such conveyance and assignment and the delivery of said deed or conveyance and other instruments. Upon the completion of any purchase but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate, except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.
Closing Terms. (a) If Riverwood provides a Specified Notice of Election to purchase any Specified Acreage pursuant to Section 6.5 and the related Specified Transfer Notice was accompanied by a definitive Contract that had been executed and delivered by Plum Creek and the applicable Specified Entity, Riverwood and Plum Creek shall close such purchase in substantial accordance with the material economic terms of such Contract, subject to Sections 6.5(c) and 6.6.
(b) If such Specified Transfer Notice was not so accompanied by such a definitive Contract, Riverwood and Plum Creek shall close such purchase of such Specified Acreage in substantial accordance with the material economic terms of the Transfer Offer, subject to Sections 6.5(c) and 6.6, and to the extent consistent therewith the following terms and conditions. The following terms and conditions shall also apply to the consummation of any purchase by Riverwood of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 6.3, or of any Subject Property pursuant to an exercise of any Purchase Right in respect thereof in accordance with Section 6.4. Plum Creek shall, and cause any Former Affiliate to, comply with the following terms and conditions.
(i) Riverwood shall pay one-half, and Plum Creek (or the Former Affiliate, as applicable) shall pay one-half, of all real estate and other similar transfer taxes on the deed or deeds given by Plum Creek (or the Former Affiliate, as applicable). Riverwood shall pay the costs of recording all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorney's fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions.
(ii) Plum Creek (or the Former Affiliate, as applicable) shall convey the property to Riverwood by limited warranty deed, subject only to Permitted Exceptions (as defined below). In no event shall the property be subject to any deed to secure debt, or any mortgage, Lien or judgment, held by a person claiming by, through or under Plum Creek (or the Former Affiliate, as applicable). The obligation of Plum Creek (or the Former Affiliate, as applicable) to convey title to any property in accordance with this Section 6.7(b) shall not be affected by whether or not Riverwood examined title or gives any notice to Plum Creek with respect to title. If Riverw...
Closing Terms. 8.1 It is the intention of the Agency that the terms and conditions are made available to the Client by copy or are available on the website. It is the Client's responsibility to obtain and to have read and understood the terms and conditions of the Agency.
8.2 If any provision of this Agreement shall be found to be void, invalid or unenforceable, the remainder of this Agreement shall remain in full force.
8.3 No delay or failure on the part of the Agency to exercise or enforce any rights or remedies pursuant to the terms of this Agreement shall constitute a waiver of such rights or operate to prejudice the exercise of any such rights at any time thereafter.
8.4 By ordering the services of the Agency by telephone, email, fax or through website(s) the Client agrees that he/she has read, accepted and will be bound by these terms and conditions.
8.5 The above terms and conditions shall be governed by the relevant English and Welsh law, and by agreeing to be bound by them the Client agrees to submit to the exclusive jurisdiction of the relevant courts of the UK.
Closing Terms. The following terms and conditions shall apply to the consummation of any purchase by Seller of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 19.4: (a) Seller shall pay one-half, and Purchaser shall pay one-half, of all transfer, excise or similar taxes on the deed or deeds given by Purchaser or SDW Timber II. Seller shall pay the recording fees for all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorneys' fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions;
(b) Purchaser or SDW Timber II shall convey the property to Seller by quitclaim deed with covenant; and
(c) A closing shall be held on or before the date that is 45 days after Seller delivers its Notice of Election. The exact time, place, and date of the closing for such transaction will be selected by Purchaser or SDW Timber II at least 10 days prior to such closing. At such closing, Purchaser or SDW Timber II shall execute and deliver to Seller one or more quitclaim deeds with covenant in proper form for recording, an affidavit that Purchaser or SDW Timber II is not a foreign person as defined in and in compliance with Section 1445 of the Code, satisfactory evidence of the power and authority of Purchaser or SDW Timber II, as applicable, to perform thereunder and a settlement statement.
Closing Terms. (1) This Goods/Services Procurement Agreement is subject to and must be translated and interpreted in accordance with the provisions of the laws and regulations of the Republic of Indonesia.
(2) This Goods/Services Procurement Agreement may be signed in a number of separate copies, each when signed, is considered to be the original, and all signed copies are considered to be one and the same instrument. In the event that this Goods/Services Procurement Agreement is signed in a number of separate copies, this Agreement shall be deemed to be effective on the date on which the Party's last signature to this Agreement was affixed.
(3) The Parties agree that the performance of the Work is subject to the provisions of this Agreement, including but not limited to SSUP and the appendices to the Agreement, along with all amendments, additions and/or extensions thereof from time to time (if any). If there is any inconsistency between the provisions contained in the SSUP and the provisions in this Goods/Services Procurement Agreement, the provisions contained in this Goods/Services Procurement Agreement shall prevail.
Closing Terms. Art. 52.
Closing Terms. The following closing terms shall be followed:
A. Within thirty (30) calendar days after execution of the Development Agreement by both parties, the EDA, at its own expense, shall provide DVK with a title insurance commitment.
B. DVK shall have 30 calendar days after receipt of the title insurance commitment to inform the EDA, in writing, if DVK has any title objections. If there are no title problems, the closing shall occur on or before May 2, 2022. If DVK makes any objections to title, the EDA shall have 45 calendar days to correct the title objections. The 45 calendar days shall commence on the date DVK notifies the EDA of its title objections. If title is corrected within said 45 calendar days, this matter shall close within 14 calendar days after title has been corrected or on or before May 2, 2022, whichever is later. If title is not corrected within said 45 calendar days, or if title cannot be corrected, DVK, at its sole and exclusive discretion, can either cancel this transaction or DVK can choose to purchase the Property subject to the title problems.
C. On the date of closing, the EDA shall fully execute and deliver a general Warranty Deed to DVK which conveys marketable title to the Property, free and clear of all mortgages, liens, and other encumbrances except for the following:
(1) Building and zoning laws, ordinances, federal and state regulations;
(2) Restrictions relating to the use or improvements of the property without effective forfeiture provisions;
(3) Reservation of any mineral rights by the State of Minnesota; and
(4) Utility easements, road easements, ingress easements, egress easements, and drainage easements.
(5) Easement for highway purposes, together with the rights incidental thereto, in favor of the City of Xxxxxx, as described and contained in the Highway Easement dated February 13, 1945, recorded February 17, 1945, as Document No. 105143 in Deed Record No. 36 on Page 402.
(6) Terms and conditions of the instrument entitled “Access & Utility Easements”, dated March 16, 2009, recorded April 7, 2009, as Document No. 258954 unless these easements have been vacated.
(7) Easements, together with the rights incidental thereto, in favor of the City of Xxxxxx, a Minnesota municipal corporation, as described and contained in the instrument entitled “Access & Utility Easements” dated April 7, 2009, recorded April 14, 2009, as Document No. 259009.
(8) DVK understands that because the EDA is an economic development authority (authority...
Closing Terms. 10 Section 4.1 Closing & Effective Date 10 Section 4.2 Payment of Purchase Price 10 Section 4.3 Representations & Warranties 11 Section 4.4 Remedy for Failure of Seller to Convey Shares 12 ARTICLE 5 DISABILITY 12 Section 5.1 Optional Purchase on Disability 12 Section 5.2 Exercise of Option 12 Section 5.3 Defining Disability 13 ARTICLE 6 VOTING & GOVERNANCE 13 Section 6.1 Supermajority Voting Rights 13 Section 6.2 Deadlock 14 Section 6.3 Founders Rights 15 Section 6.4 Management of Major Chemical 15 ARTICLE 7 NON-COMPETE & CONFIDENTIALITY. 17 Section 7.1 Covenants 17 Section 7.2 Remedies 18 Section 7.3 Continuing Employment 19 ARTICLE 8 S STATUS 19 Section 8.1 Maintaining S Corporation Status 19 Section 8.2 Permissible Shareholders 20 ARTICLE 9 REMEDIES & ARBITRATION 20 Section 9.1 Specific Performance 20 Section 9.2 Expenses of Litigation 21 Section 9.3 Arbitration 21 Section 9.4 Governing Law 21 Section 9.5 Severability 21