Preclosing. Seller will have the right to require Buyer to preclose this sale by having all documents necessary for closing signed and deposited with Escrow before the time of closing. This "preclosing" may take place as early as thirty (30) or more days before the date on which Seller estimates a temporary or permanent "certificate of occupancy" covering the Unit will be issued, or if no "certificate of occupancy" will be issued, the "preclosing" may take place as early as thirty (30) or more days before the date on which Seller estimates a building or unit is complete enough to be occupied. A "certificate of occupancy" is a certificate which the Department of Planning and Permitting of the City and County of Honolulu (the “City”) issues when it feels a building or unit is complete enough to be occupied.
Preclosing. Before August 3, 2000, the Company and each of the ---------- Investors whose names are set forth on Schedule 1 shall deliver to Fenwick & ---------- West LLP, counsel for the Company ("Fenwick & West"), at Xxx Xxxx Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, a signature page to this Amendment and the Agreement and such documents and instruments and undated stock certificates representing the Shares to be purchased issued in the name of the Investors as shall be necessary to satisfy the following conditions to the Closing:
(a) Satisfaction or waiver of the conditions to the obligation of each Investor to purchase the Shares that are set forth in the following subsections of Section 4.1 of the Agreement: (a) (Representations and Warranties, which shall be true and complete at the preclosing, rather than the First Additional Closing and an updated Disclosure Schedule shall be delivered to the Investors at the preclosing); (b) (Performance, as to issuance of stock certificates as provided above); (d) (Regulatory Requirements, other than compliance with the HSR Act); (e) (Board of Directors); (f) (Certificate of Incorporation); (g) through (j) (Collateral Agreements); (l) (Confidentiality Agreements); and (m) (Proceedings and Documents); and
(b) Satisfaction of the conditions to the obligation of the Company to issue and sell the Shares that are set forth in the following subsections of Section 4.2 of the Agreement: (a) (Representations and Warranties, which shall be true and complete at the preclosing, rather than the First Additional Closing); (b) (Performance, other than delivery of the Purchase Price); (c) (Regulatory Requirements, other than compliance with the HSR Act); (d) through (g) (Collateral Agreements); and (h) (Board of Directors). Since each of the Investors who will participate in the First Additional Closing is a party to the Agreement, the Investors' Rights Agreement and the Stockholders Agreement, only this Amendment need be executed in connection with the First Additional Closing and the Agreement and the Ancillary Agreements need not be re-executed. The preclosing of the First Additional Closing shall be held on August 4, 2000 at 9:00 a.m. at the offices of Fenwick & West, or at such other time, date or place as the Company and the Investors listed on Schedule 1 ---------- who are to purchase a majority of the Shares at the First Additional Closing shall agree.
Preclosing. Buyer and Seller agree to hold a pre-closing (delivering to their respective counsel all closing documents to which they are a party) on a mutually agreeable date no later than at least 3 business days prior to the scheduled KEYH Closing Date.
Preclosing. Not later than close of business of Escrow Agent on the Preclosing Deadline specified above: (i) Buyer and Seller shall have duly executed and delivered to each other or to the Escrow Agent all the documents required or contemplated by this Agreement, including closing certificates, and each receiving party shall have reviewed and approved the document; (ii) all documents necessary to accomplish any financing of the sale shall have been delivered and approved by the parties; (iii) Escrow Agent shall prepare and deliver to both parties a settlement statement indicating funds received or to be received and allocating such funds to payments to the parties, taxes, assessments, closing expenses, and both parties must approve the settlement statement; and (iv) Seller shall have delivered all documents or agreements reasonably required by the Escrow Agent to insure title to extent requested by Buyer, provided that no such document shall impose additional obligations or liability on Seller beyond the terms and conditions of this Agreement; (v) Escrow Agent shall be irrevocably committed to issue or cause to be issued the Title Policy; and (vi) the parties shall have inspected all documents presented to them and determined their suitability. At preclosing, the parties shall instruct the Escrow Agent whether or
Preclosing. The Seller may, at its option, preclose this sale by having all documents and funds necessary for closing executed and deposited with Escrow prior to the time of closing, and as early as thirty or more days prior to the Closing Date. To accomplish this, any time after the effective date of this Agreement, and within five days after written notice to preclose is mailed or otherwise delivered to the Buyer by the Seller, the Buyer's mortgagee or Escrow, the Buyer agrees to complete all actions, deposit all funds other than the final payment of the purchase price (Article III, Section A.3), and execute all documents required for closing, including, without limitation, the apartment deed, all promissory notes, mortgages and other loan documents necessary for the Buyer's financing of the purchase of the Apartment, the conveyance tax certificate, any additional escrow instructions and a closing statement based on the Seller's estimate of the date the sale will close. This Agreement shall constitute the Seller's and the Buyer's written grant of authority to Escrow to date all documents as of the effective date for the transfer of title and adjust the estimated prorations in accordance with the provisions of this Agreement. The Buyer or the Buyer's duly authorized officer or representative agrees to come to Escrow's office on a date and at a time to be arranged with Escrow for the preclosing.
Preclosing. This sale shall be preclosed not less than two (2) business days and not more than ten (10) days prior to the Scheduled Closing Date. This means that all documents and funds necessary for Closing will be executed and delivered to Escrow before the Scheduled Closing Date as required for Escrow to timely submit documents to the Bureau for recordation and to avoid any possible delays in Closing. Seller, Project Broker or Escrow shall give Purchaser five (5) days prior written notice of the date of preclosing (the “Date of Preclosing”). Purchaser agrees that Purchaser shall, on or before the Date of Preclosing, make all payments required by Article III (other than Mortgage Loan proceeds which shall be due as provided in Section 3.2) and complete all actions and execute all documents required for Closing. This Agreement shall constitute Seller’s and Purchaser’s written authority to Escrow to date all documents as of the Closing Date, and adjust the estimated prorations in accordance with the provisions of this Agreement.
Preclosing. Seller shall cause all Insurance shown on SCHEDULE 6.25 and other Financial Accommodations shown on SCHEDULE 8.6 hereto to remain in effect until the Closing Date. Upon the signing of this Agreement Seller and Buyer shall cooperate to arrange for the replacement of such Insurance and other Financial Accommodations as of the Closing Date without Seller being a party responsible thereunder; and, subject to the provisions of Section 8.6(e) hereof, upon Closing Buyer shall have assumed all Liability under Financial Accommodations and shall have caused Seller to be released from all such Financial Accommodations except for the Concession Guaranties subject to the terms of Section 8.6(e).
Preclosing. The condition of the title as shown in the abstract can change between the date and time of the last extension of the abstract, which is usually recited in the title opinion, and the date of closing. As part of the closing, the Buyer should obtain from the abstract company an oral update summarizing whether there have been any changes to the condition of the title.
Preclosing. On a date no later than ten business days prior to the date on which the parties expect the Closing to occur, the parties shall hold a preclosing relating to the transactions contemplated by this Agreement (the "Preclosing"), at the offices of Xxxxxxx, Xxxxxx & Xxxxxxxxx, 000 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000, or at such other time and place as the parties may agree. At the Preclosing, the parties shall review and agree upon the forms of all documents to be delivered at the Closing pursuant to Article 4 and Sections 9 and 10 of this Agreement, and shall execute a Preclosing Agreement in a form mutually acceptable to the parties to the effect that the specific conditions to Closing referenced therein have been satisfied or waived to the satisfaction of the parties, and that the only conditions remaining to be satisfied as of the Closing Date are those specifically referenced therein.
Preclosing. Seller may, at its option, preclose the sale of the Lot by having all documents and other items necessary for Closing executed and deposited with the Escrow Agent prior to the time of Closing, and as early as
