Obligations of Parties at Closing Sample Clauses

Obligations of Parties at Closing. At the Closing, the parties hereby shall satisfy and perform the following: (a) Seller shall execute and deliver to Purchaser the following items: (i) a limited warranty deed conveying title to the Property to Purchaser in the general form attached as Exhibit B; (ii) an Indiana Sales Disclosure form (if applicable); (iii) closing statement; (iv) all keys to the Property; and (vii) any other document(s) reasonably required from Seller by the Title Company in order to issue an owner’s policy of title insurance based on the Commitment (b) In addition to the deliveries in Section 9(a), Xxxxxx also agrees at Closing to deliver a general assignment and assumption agreement in the form attached at Exhibit C to assign to Purchaser (i) all rights of Seller and for Purchaser’s assumption of rights and obligations under, in and to the Leases and all licenses and other agreements to occupy all or any part of the Property, (ii) all rents and other sums due, accrued, or to become due under the Leases, all guarantees by third parties of the tenant’s obligations under said Leases, and all lease security and other deposits, if any; (iii) all permits, approvals, authorizations, disclosure documents, and certificates of occupancy, issued by any federal, state, county, or other governmental authority relating to the use, maintenance, construction, improvement, or occupancy of the Property; and (iv) all unexpired claims, warranties, and guarantees, if any, received in connection with the improvement of the Property (the “Warranties”), to the extent such rights are assignable. (c) Purchaser shall deliver to Seller the following items: (i) payment of the Purchase Price in accordance with Section 3 hereof; (ii) a closing statement; (iii) an Indiana Sales Disclosure form (if applicable), (iv) an assumption of all rights and obligations under the Leases, and (v) any other document(s) reasonably required from Purchaser by the Title Company in order to complete the sale of the Property and close the transaction,
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Obligations of Parties at Closing. At the Closing, the parties hereto shall satisfy and perform the following: a. Seller shall: i. Deliver a special warranty deed, substantially in the form attached hereto as Exhibit B, conveying title to the Parcels from Seller to Purchaser subject to matters as are otherwise agreed upon by the parties and set forth in any addendum hereto. ii. Deliver such other agreements, documents or instruments that Purchaser may reasonably request, the form and substance of which are reasonably acceptable to Seller. b. Purchaser shall: i. Pay the Purchase Price and any other amounts due pursuant to Section 8 by wire transfer of immediately available funds and release of the Increased Xxxxxxx Money Deposit to an account specified by Seller, or the Bankruptcy Court, as the case may be. ii. Deliver such other agreements, documents or instruments that Seller may reasonably request, the form and substance of which are reasonably acceptable to Purchaser.
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Obligations of Parties at Closing. At the Closing, the parties shall satisfy and perform the following: a. Seller shall: i. Deliver general Warranty Deed and Bills of Sale conveying marketable title to each parcel to Purchaser, free and clear of all tenancies, liens and encumbrances, except Permitted Exceptions. ii. Deliver to Purchaser possession of the Property, free and clear of all leases, tenancies, and occupancies and any property of Seller not purchased hereunder in substantially the same condition as when it was inspected by Purchaser. iii. Deliver to Purchaser such affidavits or other documents customary for the transfer of property in Indiana, and reasonably necessary for the issuance of Title Insurance. b. Purchaser shall make payment to Seller for the Purchase price of the Property according to the terms set forth at paragraph 2.
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Obligations of Parties at Closing. At the closing, the parties hereto shall satisfy and perform the following: (a) Seller shall: (i) Deliver a corporate warranty deed, suitable for recording, conveying to Purchaser or its designee such title as in effect as of the effective date of the title insurance commitment to be provided to Purchaser as herein below described. Seller will furnish any corrective instruments that may be required in connection with perfecting the title. (ii) Deliver to Purchaser, at Seller's expense, a title policy on the Property from a title company reasonably designated by Purchaser in the amount of the total purchase price and insuring title without exception other than as shown on the title insurance commitment provided to Purchaser as herein below provided. (iii) Pay the applicable real estate brokerage commission as hereinafter provided. (iv) Deliver to Purchaser possession of the Property, free and clear of all leases, tenancies, and occupancies. (v) Deliver to Purchaser a current boundary survey, and a set of as build plans of the building. (vi) Deliver to the Purchaser a Phase One Environmental report. (vii) Have the legal capacity to and will convey good, insurable, and marketable title, free of liens, encumbrances of record or known to seller, and free of any other violations, liens, or restrictions relating to real property including governmental regulations, building, health, sanitation, zoning, and safety codes. (b) Purchaser shall: Make full cash payment to Seller for the purchase price of the Property. The name of the grantee to the Deed shall be specified by BUYER prior to Closing.
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Obligations of Parties at Closing. At the closing, the parties hereto shall satisfy and perform the following: (a) Seller shall: (i) Deliver a special warranty deed, (i.e. a limited warranty trustee’s deed), suitable for recording, conveying to BUYER or its designee such title as in effect as of the effective date of the title insurance commitment to be provided to BUYER as herein below described. (ii) Deliver to BUYER, at Seller's expense, a title policy on the Property from a title company reasonably designated by BUYER in the amount of Four Million Dollars ($4,000,000.00) and insuring title without exception other than as shown on the title insurance commitment provided to BUYER as herein below provided. (iii) Pay the applicable real estate brokerage commission as hereinafter provided. (iv) Deliver to BUYER possession of the Property, free and clear of all leases, tenancies, and occupancies, except those specified in the title insurance commitment provided to BUYER as herein below provided. (v) Deliver to BUYER a current boundary survey, and a set of as build plans of the building. (vi) Deliver to the BUYER a Phase One Environmental report. (b) BUYER shall: Make full cash payment to Seller for the purchase price of the Property. The name of the grantee to the Deed shall be specified by BUYER prior to Closing.
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Obligations of Parties at Closing. In addition to all other obligations imposed under this Agreement, the Parties hereby further agree as follows with regard to the Closing:
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Obligations of Parties at Closing 
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Related to Obligations of Parties at Closing

  • Obligations of Parties Nothing herein shall relieve a Party of its obligations under the Federal Rules, the Bankruptcy Rules, the Federal Rules of Evidence, and the Local Rules, or under any future stipulations and orders, regarding the production of documents or the making of timely responses to Discovery Requests in connection with the Cases.

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Obligations of Parent In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

  • Obligations of Buyer Effective as of Closing, Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates and their respective directors, officers, managers, members, shareholders, agents, representatives and subsidiaries (“Seller Indemnified Parties”), from and against any and all Losses resulting from, relating to, arising out of or incurred in connection with any of the following: (a) Any breach by Buyer of any of Buyer’s representations and warranties contained in this Agreement or the Transaction Documents; (b) Any breach by Buyer of any of Buyer’s covenants, agreements or obligations contained in this Agreement or the Transaction Documents; (c) All Assumed Liabilities; (d) Any injury to, or death of, any person or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer in connection with its on-site inspection of the Purchased Assets unless the injury, death, or damage arises from Seller’s gross negligence or willful misconduct; (e) Buyer Operations post-Closing, including Buyer’s obligations regarding post-closing operations under the Purchased Permits; (f) Seller’s guarantee obligations under Section 18(a) of the Cotiga South Lease and the Lease Guarantee Agreement; (g) Seller’s guarantee obligations under Section 18(a) of any Cotiga North/Association Lease and the applicable Lease Guarantee Agreement; and (h) Until the Seller Bonds posted with respect to all Purchased Permits have been released, any draw on such Seller Bonds after Closing related to or arising out of the Reclamation Liabilities that are Assumed Liabilities or that result from Buyer Operations after Closing.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Obligations of Party B 4.1 The Services provided by Party A under this Agreement shall be exclusive. During the effective term of this Agreement, without prior written consent of Party A, Party B may not enter into any agreement, orally or written, with any third party or otherwise engage such third party to provide services the same as or similar to those provided by Party A hereunder. 4.2 Party B shall provide Party A with the finalized Annual Business Plan of Party B of the next year before November 30 of each year, in order to facilitate Party A to plan for the Services, purchase necessary software and Equipment and secure necessary personnel and technical service force accordingly. In the event that Party B demands Party A to purchase any new Equipment and/or deploy additional personnel, it shall consult with Party A at least fifteen (15) days in advance in order to reach a mutual agreement between the Parties. 4.3 In order to facilitate provision of the Services by Party A, Party B shall provide Party A with relevant materials requested by Party A in an accurate and timely manner. 4.4 Party B shall pay Service Fees to Party A on time and in full amount in accordance with Article 3 of this Agreement. 4.5 Party B shall maintain its good standing and presence, actively develop its business and procure the maximization of the revenue. 4.6 The Parties hereby acknowledge that, pursuant to the terms and conditions of the Amended and Restated Equity Pledge Agreement entered into by all the registered shareholders of Party B as of the date of this Agreement (the “Existing Shareholders”) with Party A on November 3, 2017, each of the Existing Shareholders has pledged all of the equity interests in Party B held by it to Party A as security for Party B’s performance of its obligations under this Agreement. 4.7 During the term of this Agreement, Party B agrees to cooperate with Party A and Party A’s direct or indirect parent company in the audit of related party transactions and other audits, to provide relevant information and materials about Party B’s operation, business, customers, finance and employees to Party A, its parent company or its appointed auditor, and agrees that Party A’s parent company may disclose such information and materials for purpose of satisfying the regulatory requirements of the place where the securities of Party A’s parent company are listed.

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Obligations of Party A (I) Party A shall draw the borrowing and pay the principals and interest accruals thereon in full subject to this Contract, as well as bear all applicable fees hereunder. (II) Party A shall provide all information concerning its finance and accounting, production and operation at the request of Party B, including but not limited to providing Party B with its balance sheets, profit and loss statements (income and expenditure statements in the event of a public institution) as at the end of the immediately preceding quarter within the first twenty working days in the beginning of the first month of each quarter, as well as providing its cash flow statements of the year at the end of such year in a timely manner. Furthermore, Party A shall ensure that all the information provided by it is lawful, true, complete, accurate and valid, free of false information, or without concealing material operating and financial matters. (III) If Party A changes or replaces its name, legal representative (responsible officer), registered address, scope of business, registered capitals or articles of association by completing any such change and/or replacement in the registration with the Administration for Industry and Commerce, it shall send a written notice to Party B together with the information concerning such change or replacement within five working days upon occurrence of any such change or replacement. (IV) Party A shall use the borrowing according to this Contract other than engaging in any transactions in violation of laws and rules by embezzling, misusing or misappropriating the borrowing; meanwhile, it shall coordinate and accept the inspection and monitoring by Party B over its production, operation, financial activities and use of borrowing hereunder. And it shall not avoid its obligations owed to Party B by taking out capitals, transferring assets or taking advantage of related transactions, nor make banking discount or create charges for getting capitals or credits from a bank by taking advantage of false contracts with its related parties, or receivable notes and receivables lack of actual transactions. (V) Party A shall comply with applicable environment protection regulations of the PRC if it conducts manufacture and engineering construction by using the borrowing hereunder. (VI) Before paying the principals and interest accruals thereon to Party B, Party A shall not create a guarantee in favor of a third party on the assets created by using the borrowing hereunder without prior consents of Party B. (VII) If Party A is a group company, it shall report to Party B its related transactions accounting for more than 10% of its net assets in a timely manner, including (i) related relationships among trading parties; (ii) trading projects and nature; (iii) trading amount or corresponding proportions; (iv) pricing policies (including transactions lack of consideration or nominal transactions). (VIII) If the loan hereunder is issued as the fixed-asset loan or project loan, Party A shall ensure that (i) the proposed project has been obtained with approvals of relevant government authorities and will not violate any laws and regulations, (ii) capitals or other raisings will be contributed in full subject to the specified deadline and proportions, and (iii) the project will be completed according to the schedule.

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