To Seller. At the Closing, there shall be delivered to the Seller:
(a) The purchase price contemplated by Section 2.1 hereof, in the form of wire transfer or cashier's or certified check as the Seller may direct.
(b) A certificate, signed by an executive officer of Purchaser, as to the fulfillment of the conditions set forth in Sections 7.1 through 7.3 hereof.
(c) An assumption agreement pursuant to which Purchaser shall assume the Assumed Contracts.
(d) The Rescission Agreement.
To Seller. If Seller terminates this Agreement in accordance with any of Seller’s rights to terminate as set forth herein, Seller shall, within five (5) days after receipt of Seller’s termination notice, authorize the Title Company to immediately pay and deliver the Xxxxxxx Money to Seller.
To Seller. Unless and until Seller shall give written notice to Custodian, Buyer and Bank to the contrary, all notices to Seller shall be sent to ____________, ____________________, attention of ________________, and all notices by telephone to Seller shall be made to ______________ and all notices by telecopy to Seller shall be made to ______________.
To Seller. Upon receipt of written objection from the Buyer, Seller shall have the right, at its sole election, but without any obligation to cure any such defect in accordance with this Paragraph 4(B), and to extend the Closing Date by not more than thirty (30) days to attempt to cure any defect in title. Seller shall give Buyer five (5) days notice of any such new Closing Date.
To Seller. If Seller terminates this Contract in accordance with Seller’s rights to terminate, Seller will send a request for release of the Xxxxxxx Money to Buyer, with a copy to the Title Company, to be signed by Xxxxx. If Xxxxx fails to deliver a signed release to the Title Company within fifteen days after delivery of the request for release, Seller may make a written demand on the Title Company for the Xxxxxxx Money, and the Title Company will promptly deliver a copy of the demand to Buyer. Unless Buyer delivers a written objection to the Title Company, within fifteen days after the Title Company delivers Seller’s written demand for the Xxxxxxx Money, the Title Company will, without any further authorization from Buyer, deliver the Xxxxxxx Money to Seller.
To Seller. Xxxxxx X. Xxxxxx, City Manager City of Savannah P.O. Box 1027 Savannah, Georgia 31402 e-mail: Xxx.Xxxxxx@xxxxxxxxxx.xxx City of Savannah Attorney’s Office PO Box 1027 Savannah, Georgia 31402 e-mail: xxxxxxx@xxxxxxxxxx.xxx Xxxxxx, Xxxxxxxxx, Xxxxx, Xxxxxxxxx & Xxxxx, LLP 00 X. Xxxxx Xxxxxx Savannah, Georgia 31401 e-mail: xxxxxxxx@xxxxx.xxx Director, Real Estate Services, City of Savannah PO Box 1027 Savannah, Georgia 31402 e-mail: xxxxxxxx@xxxxxxxxxx.xxx
To Seller. At the end of the Subsequent Leasing Period or such earlier date as all of the conditions in this Section 3.4.1 have been satisfied, if: (i) the Required Leasing Level has been achieved in its entirety and Tenants of all of the Vacant Leased Space and all of the Unleased Space are in occupancy and paying rent, (ii) all leasing commissions contemplated by Section 2.2 (iii) have been paid, and (iii) all tenant improvements and costs contemplated by Section 2.2 (iv) have been paid, then any and all funds, including interest earned thereon, remaining in the Escrow Account shall be released to Seller upon notice from Seller and Buyer that such conditions have been satisfied. If such conditions have not been satisfied, then any remaining funds in the Escrow Account at the end of the Subsequent Leasing Period shall be disbursed as follows:
3.4.1.1 With respect to any Approved Leases for Vacant Leased Space or Unleased Space which have been executed by Tenants prior to the end of the Subsequent Leasing Period, but where the Tenant is not yet in occupancy and paying rent, there shall be retained in the Escrow Account the amounts allocable to such space pursuant to Section 2.2 hereof. At such time as the conditions for disbursement of such amounts set forth in Sections 3.2 and 3.3 hereof have been satisfied, such amounts shall be disbursed pursuant to the provisions of such Sections and, to the extent funds are reserved therefor, Buyer shall continue to be entitled to monthly disbursements in accordance with Section 3.1 with respect to such space. If such conditions have not been satisfied by the end of the Subsequent Leasing Period, then Seller shall not thereafter be entitled to any further disbursements with respect to -8- any Approved Lease for which the conditions have not been satisfied and Seller shall have no further obligations with respect thereto.
3.4.1.2 Any additional amounts remaining in the Escrow Account, after the amounts have been reserved as provided in Section 3.4.1.1 hereof, shall be disbursed to Buyer within five (5) business days after Buyer's written request therefor.
To Seller. In the event Buyer neither provides its notice of acceptance of the goods, nor a notice of rejection of the Defective Goods (defined below), Buyer shall be deemed to have accepted the goods. In the event delivered goods contain a Defect, the parties shall comply with the warranty obligations set forth in Section 7 herein. Except as expressly set forth in this Section 6, acceptance of the goods, or deemed acceptance thereof, by Buyer shall not relieve Seller of its warranty obligations set forth in Section 7 below.
To Seller. NJR Clean Energy Ventures II Corporation 0000 Xxxxxxx Xxxx Wall Township, NJ 07719 Attention: Xxxx Xxxxxxxxxxxx & Xxxx X. Xxxxxxx III Email: XXxxxxxxxxxxx@XXXxxxxxxxx.xxx & XXxxxxxx@XXXxxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxxxxx Xxxxxxx, LLP 000 Xxxxxx Xxxxx, Xxxxx 000 Florham Park, NJ 07932 Attention: Xxxx X. Xxxxxxxxx & Xxxxxx X. Xxxxx Email: xxxxxxxxxx@xxxxx.xxx & xxxxxx@xxxxx.xxx To Buyer: Spruce Power 0000 X. Xxxxxxxx Xxxx., Xxxxx 0-000 Denver, CO 80222 Attention: Xxx Xxxxxxx Email: xxxxx@xxxxxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP Two California Plaza 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx, Xxxxx X. Xxxxxxx & Xxxxxx X. Xxxxxxxx Email: xxxx.xxxxxx@xxxxxxxx.xxx; xxxxx.xxxxxxx@xxxxxxxx.xxx; & xxxxxx.xxxxxxxx@xxxxxxxx.xxx or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.
To Seller. Escrow Holder shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.
