Purchase of Initiating Member Interest; Closing Sample Clauses

Purchase of Initiating Member Interest; Closing. In the event a Member properly elects to purchase the other Member’s respective ownership interest in the Buy/Sell Property or the Membership Interests of the other Member under this Article 9, the closing of the sale shall be consummated on a date selected by the purchasing Member (“Buy-Out Closing Date”), which date shall be not less than thirty (30) days and not more than one hundred eighty (180) days after the exercise of by the purchasing Member of its right to purchase the other Member’s respective ownership interest in the Buy/Sell Property or the other Member’s Membership Interest. Notwithstanding the foregoing, if as of the Buy-Out Closing Date, the purchasing Member has not received any applicable permits and/or approvals required from third parties, including any existing lender of the Company or of the Property Owning Subsidiaries, as a condition to the purchase and sale of the selling Member’s Membership Interest to the purchasing Member, the Buy-Out Closing Date may be extended by the purchasing Member to not less than ten (10) days after the date of receipt of all such required permits and approvals but in no event beyond one hundred twenty (120) days after the exercise of the right to purchase. At the closing, the purchasing Member shall pay the applicable purchase price by wire transfer of immediately available funds to the account or accounts designated by the selling Member, or by certified bank check. At the closing, the selling Member shall execute and deliver assignments, instruments of conveyance or other instruments appropriate to convey the entire membership interest of the selling Member to the purchasing Member, and shall deliver to the purchasing Member such evidence as the purchasing Member may reasonably request showing that the membership interest being sold is owned free and clear of any and all claims, liens and encumbrances of any kind or nature.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs

Related to Purchase of Initiating Member Interest; Closing

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

  • Purchase and Sale of Investments of the Fund 1. Promptly after each purchase of securities by the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of securities which are not money market securities, a certificate signed in the name of the Fund by any two officers as defined in Article IX and (ii) with respect to each purchase of money market securities such a certificate or oral instructions from an authorized person, specifying with respect to each such purchase: (a) the name of the issuer and the title of the securities, (b) the number of shares or the principal amount purchased and accrued interest, if any, (c) the dates of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, (f) the name of person from whom or the broker through whom the purchase was made, (g) whether such purchase is to be settled through the Book-Entry System or the depository, and (h) whether the securities purchased are to be deposited in the Book-Entry System or the depository. The Custodian shall upon receipt of securities purchased by or for the Fund pay out of the moneys held for the account of the Fund, the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such certificate or such oral instructions.

  • Purchase of Investments Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

  • PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS, FUTURES CONTRACTS AND FUTURES CONTRACT OPTIONS

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.