Post-Closing Title Review Sample Clauses

Post-Closing Title Review. 5.13.1. Within 60 days following the Closing Date, Buyer may conduct a review of the HPL Companies’ title to the real property interests described in Exhibit 5.13 to this Agreement, and assert Title Defects against Sellers, in accordance with the procedures set forth in this Section 5.13.
Sample 1
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Post-Closing Title Review. Within sixty (60) days of the execution of this Agreement, Lender shall obtain title reports covering Mortgaged Properties that represent eighty percent (80%) or more of the net proven value of Lender's most recent engineering evaluation. Such title reports shall be prepared by legal counsel of Lender's choice. The cost of such title reports shall be included in the Origination Fee. To the extent possible, the title reports will be based upon prior title opinions obtained from Borrower's files and reports prepared by landmen selected by Lender during the course of its due diligence review. Within thirty (30) days of Lender's receipt of such title reports, Borrower shall cure any title defects reported therein for which curative activity is reasonably required by Lender, acting in its sole discretion.
Sample 1
Post-Closing Title Review. (a) After Closing, Meridian shall promptly but not later than sixty (60) days following the original Closing Date (the "Post-Closing Defect Notice Date") give PRCT written notice of matters discovered by Meridian after Closing which, in Meridian's opinion, constitute Title Defects and which Meridian intends to assert as a Title Defect with respect to any Lease or portion thereof pursuant to this Section 5.6. In such event, PRCT shall have the right to attempt to cure or remedy any such Title Defects at PRCT's sole cost and expense, and if Title Defects are cured or remedied to Meridian's reasonable satisfaction prior to the expiration of thirty (30) days after the Post-Closing Defect Notice Date, then the Purchase Price shall not be reduced in respect of such cured or remedied Title Defects. If, however, any such Title Defects remain uncured or unremedied thirty (30) days following the Post-Closing Defect Notice Date, then (subject to Section 5.9) the Purchase Price shall be reduced by an amount equal to the aggregate of all Title Defect Amounts with respect to any such Title Defects that then remain uncured or unremedied. To effect such reduction, PRCT shall (subject to Section 5.9), within two (2) Business Days following the expiration of such thirty (30) day period, reimburse Meridian, by wire transfer of immediately available funds, to a bank account designated by Meridian in writing to PRCT prior to the expiration of such thirty (30) day period, in an amount equal to the aggregate of all Title Defect Amounts with respect to such uncured or unremedied Title Defects. In the event any portion of the Purchase Price is reduced in respect of any Title Defect resulting in a total failure of Defensible Title to the Subject Interests related to a particular Lease or portion thereof, then promptly following a request therefor by PRCT, and provided Meridian shall have received reimbursement from PRCT, as above provided, in respect of such Title Defect, Meridian shall execute and deliver to PRCT a quitclaim, in recordable form, of any and all right, title and interest of Meridian in and to such Subject Interest, free and clear of any burdens or encumbrances created by Meridian.
Sample 1
Post-Closing Title Review. Within one week after the Effective Date, Navitas will deliver to PQ all title review documents and information in its possession related to the Pre-Agreement Leases. PQ shall have a period of thirty days after receipt of all such title documents and information to review title to the Pre-Agreement Leases. In the event PQ identifies any material defects in title to the leases during such period by providing written notice thereof to Navitas explaining in reasonable detail the defect and the acreage it affects, Navitas shall, at its election, (i) cure such defect at Navitas’ cost to PQ’s reasonable satisfaction, (ii) replace the defect acreage at Navitas’ cost with other lease acreage reasonably acceptable to PQ of (iii) refund to PQ the lease bonus and generation fee paid by PQ for such defective acreage.
Sample 1
Post-Closing Title Review. (a) After the Closing Acquiror may give the Shareholder Representative written notice (a "Post-Closing Defect Notice") of any Title Defects not covered -------------------------- by Defect Notice provided under Section 7.01 (a "Post-Closing Defect"). Such ------------------- Post-Closing Defect Notice must be received by the Shareholder Representative no later than the end of the 90-day indemnity survival period for title matters set forth in Section 12.01(a)(ii), shall contain the same type of information as provided in Section 7.01(b), and shall be subject to the provisions of Section 7.01(c).
Sample 1
Post-Closing Title Review. Within one week after the Effective Date, Navitas will deliver to PQ all title review documents and information in its possession related to the Pre-Agreement Leases. PQ shall have a period of thirty days after receipt of all such title documents and information to review title to the Pre-Agreement Leases. In the event PQ identifies any material defects in title to the leases during such period by providing written notice thereof to Navitas explaining in reasonable detail the defect and the acreage it affects, Navitas shall, at its election, (i) cure such defect at Navitas’ cost to PQ’s reasonable satisfaction, (ii) replace the defect acreage at Navitas’ cost with other lease acreage reasonably acceptable to PQ of (iii) refund to PQ the lease bonus and generation fee paid by PQ for such defective acreage. ARTICLE III MISCELLANEOUS 3.1 Notices All notices between the Parties authorized or required by any of the provisions of this Agreement, unless otherwise specifically provided, shall be given in writing and delivered in person, by mail, courier service or telegram, postage or charges prepaid, or by telex or telecopier and addressed to the Party to whom the notice is given as follows: Navitas: 000 Xxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx Xxx & Xxx X. Xxxxxxxx Telephone: (000) 000-0000 & (000) 000-0000 Facsimile: PQ: 000 X. Xxxxxxx Xxxxxx Road, Suite 6000 Lafayette, Louisiana 70508 Attention: Xxxxx X. Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The originating notice given under any provision hereof shall be deemed given only when received by the Party to whom such notice is directed, and the time for such Party to give any notice in response thereto shall run from the date the originating notice is received. The second or any responsive notice shall be deemed given when deposited in the mail or with the courier service, with postage or charges prepaid, or upon transmission by facsimile or telecopier. Each Party shall have the right to change its address at any time, and from time to time, by giving written notice thereof to the other Party. 3.2
Sample 1

Related to Post-Closing Title Review

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Title Review Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.

  • Title and Survey Review The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the date that the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, following the Closing, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business (a) reasonable access and duplicating rights to all Confidential Information (which shall remain subject to Section 4.1, as applicable) and other information relating to the MRT Program within the possession or control of such party and (b) reasonable access to the personnel of such party related to the MRT Program, in each case in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available; provided, however, that no such reimbursements shall be required for general overhead or the salary or cost of benefits or similar expenses pertaining to employees of the providing party. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege, (y) to violate applicable Law or (z) to take any action that would result in the disclosure of any trade secrets (for the avoidance of doubt, without limitation of the Seller’s obligation to provide the Buyer with the Transferred Assets as provided hereunder and the services under the Transition Services Agreement) (provided that, in the case of clauses (i)(x) and (i)(y), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such violation or waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The parties acknowledge that, with respect to e-mails, (i) the Buyer shall solely be entitled to request, based on a specific keyword search, any e-mails of the Business Employees since [**] that are exclusively related to the MRT Program and are Excluded Assets, (ii) any e-mails provided to the Buyer pursuant to this Section 4.2 shall require the assistance of a third-party vendor to review and provide such e-mails and the Buyer shall be responsible to pay any costs and expenses incurred by the Seller related thereto and (iii) Shire shall only be required to retain such e-mails for [**] from their respective delivery dates.

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