Events of Closing. (a) Each Party shall execute, acknowledge, and deliver, after the closing, such further assurances, instruments and documents as the other may reasonably request in order to fulfill the intent of the Purchase Agreement and the transactions contemplated hereby.
(b) If Developer desires a Title Commitment be issued prior to closing, Developer shall pay the costs of any title commitment and for premiums on any owner’s policy of title insurance, and any title endorsements to any such policy, issued by the Title Company that the Developer elects to obtain on the Property. All outstanding real estate taxes, and all other public or governmental charges and public or private assessments against the Property which are or may be payable on an annual basis (including liens or encumbrances for sewer, water, drainage or other public improvements whether completed or commences on or prior to the Effective Date or subsequent thereto), shall be paid by Developer. All other costs of closing shall be borne by the Developer including, without limitation, any applicable state, county and municipal transfer taxes, closing costs and recording fees charged by the Title Company.
(c) BY CLOSING ON THE PROPERTY, THE DEVELOPER ACKNOWLEDGES THAT THE DEVELOPER HAS HAD ADEQUATE OPPORTUNITY TO INSPECT, REVIEW AND CONSIDER ALL MATTERS AFFECTING THE USE, OWNERSHIP AND DEVELOPMENT OF THE PROPERTY AND THAT THE CONVEYANCE OF SAME BY THE CITY IS TO BE MADE ON AN “AS IS/WHERE IS” BASIS AND WITHOUT RECOURSE TO THE CITY. THE CONVEYANCE OF THE PROPERTY SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (i) ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS OR HABITABILITY, GOOD OR FAIR CONDITION OR REPAIR OR GOOD AND WORKMANLIKE CONSTRUCTION AND (ii) ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO SITE CONDITIONS AS OF THE EFFECTIVE DATE AND OF THE CLOSING AND CONVEYANCE OF THE PROPERTY OR POTENTIAL LIABILITIES UNDER OR WITH RESPECT TO ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW OR REGULATION, ALL OF WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE CITY AND EACH OF WHICH DISCLAIMERS IS HEREBY AGREED TO AND ACCEPTED BY THE DEVELOPER.
Events of Closing. Subject to the conditions on Closing provided for in this Agreement, this transaction will be closed on the Closing Date as follows:
10.5.1 Seller shall provide Purchaser with a certificate to the effect that except as therein identified, there have been no changes in Seller's warranties under this Agreement.
10.5.2 Seller shall provide Purchaser with the Certificate of Nonforeign Status as provided in I.R.C. Section 1445.
10.5.3 Seller shall deliver the original copies of all of Seller's documents, licenses, contracts, tests, studies and reports relating to the Property and to be provided to Purchaser under the other provisions of this Agreement, which are in Seller's or its agents' possession or under their control and which have not previously been provided to Purchaser
10.5.4 The Escrow Agent shall calculate the prorations described in Section 10.4, and the parties shall be charged and credited accordingly.
10.5.5 Purchaser shall pay the Purchase Price called for at the Closing Date to Seller in cash, against which Purchaser shall be credited with the Option Payment (unless previously returned to Purchaser under Article XVIII), any Deposit held by Seller under the Lease, and any Holdback provided for under Section 4.1.2.
10.5.6 Any liens to be paid by Seller at closing shall be paid and satisfied of record at Seller's expense.
10.5.7 Seller shall convey the Land and Improvements to Purchaser by statutory warranty deed, subject to the Permitted Exceptions.
10.5.8 Seller shall convey the personal property, if any, by bill of sale with Seller warranties as to lien-free ownership, and shall assign the matters covered by the General Assignment pursuant thereto.
10.5.9 The Escrow Agent shall be committed to issuing the Title Policy upon recordation of the closing documents.
10.5.10 The Escrow Agent shall record the deed to Purchaser at Purchaser's expense.
Events of Closing. On the Effective Date, all properly executed documents required by this Agreement will be delivered to the proper party in form consistent with this Agreement. If any party fails to deliver a required document on the Effective Date or otherwise defaults under this Agreement on or before the Effective Date, then the Transaction will not occur unless the adversely affected party waives the default.
Events of Closing. At the Closing:
A. Seller must deliver to Buyer a Special Warranty Deed, duly executed and acknowledged by and in a form acceptable to Seller, conveying to Buyer the Real Property in indefeasible fee simple, free and clear of any liens, encumbrances or exception other than the Permitted Exceptions.
B. Seller must deliver to Buyer a Blanket Conveyance and Xxxx of Sale in a form acceptable to Seller, conveying the Personal Property.
C. Seller must deliver to Buyer, at Seller's expense, not to exceed Four Thousand Dollars ($4,000.00) a standard Owner's Policy of Title Insurance issued by the Title Company conforming to the requirements of Article III above insuring Buyer's title in indefeasible fee simple in the amount of the Purchase Price and containing no exceptions other than the Permitted Exceptions; if a survey is prepared, upon approval of the Title Company of the Survey, the survey exception in the Owner's Policy of Title Insurance must be modified to read "shortages in area" only, and the additional premium therefore must be paid by Buyer. The Title Policy must contain no exceptions other than the Permitted Exceptions.
D. Seller must deliver to Buyer tax certificates from all taxing authorities having jurisdiction over the Real Property, showing payments of all ad valorem taxes on said Property through the calendar year preceding the Closing of this Purchase and Sale; in the alternative, in the event such reports show that there are taxes upon the Property that are due and owing, Seller may pay the same; in any event, taxes for current year must be prorated between the parties pursuant to the provisions of this contract.
E. Seller must deliver to Buyer the Affidavit in form and substance satisfactory to Buyer that Seller is not a foreign person or entity subject to the Foreign Investment in Real Property Tax Act or the Tax Reform Act of 1984; or in the alternative, Seller's consent to withhold the required amounts of money from the Purchase Price.
F. Seller must deliver such other evidence of the authority and capacity of Seller and its representatives as the Title Company may reasonably require.
G. Seller shall warrant that Property is free of Management Contracts and Franchise Agreements.
Events of Closing. Subject to the fulfillment of the requirements of each party set forth herein which are to be fulfilled on or before the Closing Date, EchoStar and Kudelski shall take such action and execute and deliver such certificates, documents and instruments as may be reasonably required by counsel for either Party to complete the transactions contemplated by this Agreement in accordance with its purpose and intent including, but not limited to, the payment by each Party of the consideration for, and the issuance of their respective certificates representing membership interests in NagraStar as provided for in Section 3.2 hereof.
Events of Closing. At Closing, the following events shall occur, the term “delivery” to include all appropriate executions and acknowledgments:
A. Buyer and Seller will deliver the preliminary settlement statement, showing adjustments to the Purchase Price. At least five business days prior to Closing, Buyer shall have prepared and delivered to Seller a schedule setting forth the details for any adjustments to the Purchase Price and the Parties shall have until Closing to reach an agreement with respect to such adjustments. If an agreement cannot be reach prior to Closing, Buyer’s preliminary settlement statement shall be used pending adjustment under Sections 9 and 23.
B. Buyer will deliver the Adjusted Purchase Price by wire transfer in immediately available funds to the account of Seller, as provided in account and wire transfer instructions designated in writing by Seller at least 3 business days prior to Closing.
C. Seller, NextEra and Buyer will deliver to each other one or more counterparts of the Stipulation and Cross-Conveyance (the “Stipulation”) in the form attached as Exhibit B and, if the Property includes State or Federal leases, the appropriate state or federal forms required for filing in the applicable State or Federal records.
D. Seller will deliver to Buyer all other instruments necessary or advisable to transfer the rights, obligations and interests in applicable Related Contracts and other Property, including all third-party waivers, consents, approvals and permits, provided that Buyer has utilized its commercially reasonable efforts in actively assisting Seller in obtaining such transfer rights including third-party waivers, consents, approvals and permits.
E. Buyer and Seller will each deliver to the other any additional assignments, bills of sale, deeds or instruments necessary to transfer the Property to Buyer or to otherwise effect and support the transaction contemplated in this Agreement.
F. Buyer and Seller will each deliver to the other, a statement that, to the best of its knowledge, all of its representations are true in all material respects as of the Closing.
Events of Closing. On the Effective Date, all properly executed documents required by this Agreement will be delivered by the parties in form consistent with this Agreement. If any party fails to deliver a required document on the Effective Date or otherwise defaults under this Agreement on or before the Effective Date, then the Transaction will not occur unless the adversely affected party waives the default.
Events of Closing. Provided the Escrow Agent has received the sums and is in a position to cause the title-insurance policy to be issued as described below, this transaction will be closed on the Closing Date as follows:
(a) Seller will convey the real property to Purchaser by statutory warranty deed, subject to the matters accepted or deemed accepted by Purchaser pursuant to this Agreement, in the form attached hereto as Exhibit E.
(b) Seller will provide Purchaser with the Certificate of Nonforeign Status as provided in IRC section 1445.
(c) Seller will deliver the original copies of all current Leases and contracts relating to the Property that are in Seller’s possession or control.
(d) The Escrow Agent will calculate the prorations agreed to herein, and the parties will be charged and credited accordingly.
(e) Any liens to be paid by Seller at closing will be paid and satisfied of record at Xxxxxx’s expense.
(f) Purchaser will pay the entire purchase price to Seller in cash, as adjusted for the charges and credits set forth in this Agreement.
(g) The Escrow Agent will be committed to issuing the policy described in section 11.5 upon recordation of the closing documents.
(h) Upon compliance with the parties’ closing instructions, the Escrow Agent will record the deed to Purchaser at Purchaser’s expense.
(i) Seller shall execute and acknowledge the Infrastructure Agreement submitted by Purchaser to Escrow Agent and Escrow Agent shall record the Infrastructure Agreement immediately after recording the deed.
Events of Closing. The Parties shall at the Closing take the following actions:
(a) The organization of the Company shall be completed as follows to the extent that it shall not have been completed prior to Closing:
(i) The Corporate Articles referred to in Section 3.1 shall be adopted in a form which conforms to the requirements of this Agreement;
(ii) The Shareholders of the Company shall each pay for and be issued their respective shares of the Company as provided in Section 3.2; and
(iii) The Shareholders of the Company shall elect the members of the Board in accordance with Section 6.1.
(b) The Parties shall execute and deliver the following agreements to the extent that they have not done so prior to Closing, it being the intention of the Parties that such agreements when so executed and delivered shall effect the transactions contemplated therein on and from the date of this Agreement:
(i) PEMSTAR and the Company shall execute and deliver the License Agreement in substantially the form attached hereto as Exhibit C;
(ii) PEMSTAR, HongGuan and the Company shall execute and deliver the respective Trademark Agreements in substantially the form attached hereto as Exhibit D;
(iii) PEMSTAR, HongGuan and the Company shall execute and deliver the Services Agreement in substantially the form attached hereto as Exhibit E;
(iv) HongGuan shall assign its disk drive equipment manufacturing contracts to the Company identified on Exhibit F attached hereto; and
(v) PEMSTAR shall assign those engineering contracts to the Company identified on Exhibit G attached hereto.
Events of Closing. At Closing:
(a) Purchaser shall cause to be delivered to Seller the balance of the Purchase Price, adjusted as hereinafter provided;
(b) Seller shall remove, by application of the Purchase Price or otherwise, any financing liens encumbering the Property;
(c) Seller shall transfer and convey all of Seller’s right, fee title and interest in the Property by Special Warranty Deed in a form to be prepared or approved by Seller, free and clear of all tenancies, liens and encumbrances other than those created by this Agreement or that are set forth in the Title Commitment (as hereinafter defined); and
(d) Seller and Purchaser shall execute and deliver customary affidavits and such other reasonable documents as may be required by the Title Company conducting the Closing and Seller and Purchaser shall each deliver to the other such other documentation as is reasonably requested by such party.
