Mechanics of Purchase Sample Clauses

Mechanics of Purchase. If Tenant's First Offer Right hereunder is exercised, the following closing procedure shall apply: (a) The closing date ("Closing Date") for the sale of the Leased Property to Tenant shall be on the date set forth in Landlord's Notice. Payment of the purchase price and the delivery of the deed (the "Closing") shall be made at the office of Landlord or its attorneys or at such other place as the parties may agree. At the request of either party, the Closing shall be effected through a deed and money escrow, the cost of which escrow shall be borne equally by Landlord and Tenant. The purchase price shall be payable to Landlord on the Closing Date in immediately available funds or by certified or cashier's check upon delivery of the applicable assignment document(s) to Tenant and performance of Landlord's other obligations as set forth herein. (b) The sale of the Leased Property shall be made by recordable deed to Tenant (or its designee) and other documentation necessary to transfer the Leased Property to Tenant, provided that Tenant shall accept the Leased Property subject only to (A) the lien of current general real estate taxes and special assessments not then due and payable; (B) any acts or doings caused or suffered by Tenant; (C) private, public and utility easements and roads and highways, if any; (D) covenants, conditions and restrictions of record; (E) existing leases and tenancies; and (F) such other liens and encumbrances which were in effect on the date that Landlord obtained the Leased Property or which are otherwise permitted to be imposed on the Leased Property pursuant to the terms hereof (collectively, the "Permitted Title Exceptions"). (c) Landlord shall deliver or cause to be delivered to Tenant, not later than twenty (20) days prior to the Closing, as evidence of Landlord's interest in the Leased Property, a commitment for a standard owner's title insurance policy in the aggregate amount of the purchase price as provided hereunder. Such title commitment shall name Tenant or its designee as the proposed insured and show Landlord as holding a fee interest in the Leased Property, subject only to (a) the Permitted Title Exceptions, and (b) other title exceptions pertaining to mortgage liens of a definite or ascertainable amount which may be removed at Closing by the payment of money, and which Landlord shall so remove or cause to be removed concurrently with the Closing. (d) The payment of all prorations, transfer taxes, title insurance charge...
Sample 1
AutoNDA by SimpleDocs
Mechanics of Purchase. (i) To effect a purchase of Shares, the Purchaser shall deliver for each Purchase Day a written notice (which written notice may cover more than one Purchase Day) via facsimile or e-mail to the Company (each a "Purchase Notice" and each date on which a Purchase Notice is sent being a "Purchase Notice Date"). Each Purchase Notice shall cover each Purchase Day commencing with the later of (x) the first Purchase Day in that Purchase Period and (y) the Purchase Day immediately following the Purchase Notice Date on which Shares were last purchased and ending on the current Purchase Notice Date. The Purchaser must deliver a Purchase Notice with respect to a particular Purchase Day no later than one Trading Day following the final Trading Day of the Purchase Period during which such Purchase Day occurs. Each Purchase Notice shall set forth: (A) the aggregate Purchase Price (as determined in accordance with this Section 2) for the Shares being purchased by the Purchaser pursuant to such Purchase Notice; (B) the Purchase Price (as determined in accordance with this Section 2) for each of the Trading Days within the Purchase Period covered by such Purchase Notice; (C) the number of Shares being purchased pursuant to such Purchase Notice; (D) the date of the closing of the purchase by the Purchaser of such Purchased Shares (a "Closing") (which shall occur at 10:00 a.m. New York City time on the Trading Day specified in the Purchase Notice, such Trading Day being not sooner than the 2nd Trading Day after the delivery of the Purchase Notice and not later than 3 Trading Days following the date of such delivery, at the offices of 10 Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C. ("Purchaser's Counsel"), 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10 176) or such other place as the parties shall agree; and (E) a representation by the Purchaser that after giving effect to the purchases of Shares contemplated by such Purchase Notice, the Purchaser will be in compliance with the terms of Section 2(d) of this Agreement. The date of each Closing is referred to herein as a "Closing Date." (ii) Notwithstanding anything herein to the contrary, the parties agree that the Purchaser will be deemed to own the Shares to be purchased with respect to a particular Purchase Day as of such Purchase Day regardless of the associated Closing Date. (iii) On each Closing Date, (A) the Company shall either (x) deliver to the Purchaser certificates representing the Shares to be issued and sold to the Purchaser ...
Sample 1
Mechanics of Purchase. Any Notice of Intent to Purchase shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Remaining Shares. Sales of the Remaining Shares to be sold to purchasing Purchasers pursuant to this Section 3 shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Selling Stockholder’s delivery to each purchasing Purchaser of a certificate or certificates evidencing the Remaining Shares to be purchased by it, duly endorsed for transfer to such purchasing Purchaser, against payment to the Selling Stockholder of the purchase price therefor by such purchasing Purchaser. If the Company and the Purchasers do not exercise their right to purchase all of the Offered Shares in accordance with this Section 3, the right of first refusal with respect to the Offered Shares not so purchased shall terminate and such Offered Shares may be sold by the Selling Stockholder pursuant to Section 4 hereof.
Sample 1
Mechanics of Purchase. 62 28.5 REIT Qualification Limitation............................... 63 28.6 Effectiveness of First Offer Right.......................... 63 EXHIBITS: EXHIBIT A - Defined Terms: Interpretation EXHIBIT B - Legal Description of the Land EXHIBIT C - Intentionally Omitted EXHIBIT D - Operating Standards EXHIBIT E - Intentionally Omitted EXHIBIT F - Annual Base Rent Schedule EXHIBIT G - Baseline Year Revenue Schedule EXHIBIT H - Standard Reporting Format
Sample 1
Mechanics of Purchase. 58 31.5 REIT Qualification Limitation..............................59 31.6
Sample 1

Related to Mechanics of Purchase

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • USE OF PURCHASE PRICE At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others.

  • Conditions of Purchase Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

  • Lists of Purchasers Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of such properties).

  • Conditions of Purchases SECTION 3.01.

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

  • Records of Purchases The Buyer and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each purchase, or shall use such other method reasonably satisfactory to the Buyer and the Company to reconcile the remaining Available Amount.

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!