Transfer and Closing Documents Sample Clauses

Transfer and Closing Documents. At Closing, BIG shall transfer and convey all of BIG's right, title and interest in the Hotel Entities to Purchaser, and Purchaser shall assume all of tile mortgage or trust deed obligations which encumber the Hotel Properties and become the owner of the Hotel Entities, pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B. At Closing, BIG also shall transfer and convey all of its right, title and interest in all contracts, leases and agreements used in the ownership and/or operation of the Best Western, and Purchaser shall assume same, pursuant to an Assignment and Assumption Agreement for the Best Western's Contracts, Leases and Agreements substantially in the form attached hereto as Exhibit D. BIG shall execute and deliver (a) a statutory Warranty Deed to McCarran Lodging, LLC, a Utah limited liability company formed by Purchaser to hold and accept the Best Western, pursuant to which BIG transfers and conveys all of its right, title and interest in and to the Best Western to McCarran Lodging LLC, (b) statutory Quit Claim Deed,; for the real properties of the Hotel Entities; (c) assignments of limited liability company interests for the Hotel Entities (in the form attached hereto as Exhibit B) and of contracts, leases and agreements for the Best Western (in the form attached hereto as Exhibit D); and (d) a Bill of Sale for the personal Properties of the Best Western (in txx xorm attached hereto as Exhibit E). The Parties further shall execute and deliver to the Escrow Agent or to the other, as the case may be, such other documents as may be necessary to consummate the transaction contemplated hereby.
Sample 1
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Transfer and Closing Documents. Subject to the conditions set forth in Section 5.3 above, at least one (1) business day prior to the Closing Date, Seller will deliver to the Escrow Agent, to be held in trust pending satisfaction of Buyer’s closing obligations, the following documents with respect to each piece of Real Estate Owned (executed and acknowledged by Seller, as applicable):
Sample 1

Related to Transfer and Closing Documents

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

  • Seller’s Closing Documents For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • Closing Documents The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $22 1/4 per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters. The Firm Shares shall be registered by the American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:30 A.M., New York City time, on July 28, 1997, the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • Other Closing Documents Buyer shall have received such other duly executed certificates, instruments and documents in confirmation of the representations and warranties of the Company or the Members or in furtherance of the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Additional Closing Documents The Company shall have received the following documents and instruments:

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

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