Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.
Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage.
Procedure for Closing. 5.1 At the Closing Date, the purchase and sale shall be consummated after satisfaction of all conditions precedent set forth in Article VI, by Sellers' common stock certificates for the Purchase Shares being delivered upon, duly executed, for 2,250,000 shares of common stock to be held in escrow under the Pledge Agreement and the delivery of the Consideration to Sellers from the Buyer, together with delivery of all other options, agreements, stock powers, warranties, and representations set forth in this Agreement.
Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election and to the extent practical, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds. Seller shall have right to place any damaged portion of the Improvements in a safe condition and receive a credit on the deductible or insurance for the reasonable amounts so spent. The rights and remedies of Buyer under this Article XIII are subject to the rights of the holder of the Existing Loan. In the event the law of the state where the Hotel is located affords other rights and remedies for a casualty or condemnation beyond those expressly set forth herein, Buyer expressly waives any such other rights and remedies.
Procedure for Closing. 12 4.1 Time and Place of Closing................................................ 12 4.2 Transactions at the Closing.............................................. 12 4.3 Conveyance of Title to Real Property..................................... 15 4.4 Survey and Inspection of Property........................................ 16 4.5
Procedure for Closing. Each Initial Lender shall deliver Existing Indebtedness held by it in an amount set forth in the Joinder delivered by such Initial Lender in connection with the Exchange Transactions. Each Initial Lender that has taken the actions described in the preceding sentence shall be deemed to have made on the Closing Date, and shall have made, a Loan in the aggregate principal amount set forth opposite its name on Schedule 2.01 hereto. For the avoidance of doubt, the cashless exchange of Loans for Existing Indebtedness shall be the only means by which the Lenders shall make the Loans hereunder, and nothing in this Agreement shall (i) require any Lender to make its Loans by making funds available to the Administrative Agent or the Borrower or (ii) require the Administrative Agent to make any Loans or make funds available to the Borrower.
Procedure for Closing. At or prior to Closing, the following will occur:
(a) The LLC Unit Holders shall surrender the certificates evidencing one hundred percent (100%) of the LLC Units, duly endorsed with Medallion Guaranteed stock powers attached and all Units of the LLC issued and outstanding immediately prior to the Effective Date of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such LLC Units shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing LLC Units.
(b) The shareholders of the Dissolving Corporation shall surrender the certificates evidencing one hundred percent (100%) of the Dissolving Corporation's Capital Stock, duly endorsed with Medallion Guaranteed stock powers attached and all Capital Stock of the Dissolving Corporation issued and outstanding immediately prior to the Effective Date of the Merger, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Capital Stock of the Dissolving Corporation shall cease to have any rights with respect thereto, except the common shares of the Surviving Corporation to be issued in consideration therefore upon surrender of such certificate representing Capital Stock of the Dissolving Corporation.
(c) The Dissolving Corporation will issue and deliver eighteen million (18,000,000) shares of its Capital Stock to the Parent representing Shares issued in exchange for one hundred percent (100%) of the LLC Units. The parent will then issue and deliver eighteen million (18,000,000) of the Parent's Capital Stock, as set forth hereof in accordance with this agreement in exchange for the Dissolving Corporation's shares.
Procedure for Closing. Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver pursuant to Section 7.04 shall, in order to be effective, require (a) in the case of Saratoga, action by its Board of Directors or the duly authorized designee of its Board of Directors and (b) in the case of Agents, action by its Board of Directors.
Procedure for Closing. The closing of the transactions contemplated by this Agreement (the "Closing"), shall be held at _______, on the ____ day of ________ ____, 20___, at or such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this Agreement as the "Closing Date").
Procedure for Closing. The closing of the transactions contemplated by this Agreement (the “Closing”), shall be held on or before January 20, 2006, at the offices of Purchaser’s counsel, Xxxxxxx X. Xxxxxxx, Esq., P.C., Xxx Xxxx Xxxxx, Xxxxx #000, Xxxx Xxxxxx, XX 00000, or such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this Agreement as the “Closing Date”).
