Xxxxxx Closing Sample Clauses

Xxxxxx Closing. The conditions to the obligations of Purchaser to consummate the Xxxxxx Recap shall have been satisfied or duly waived in accordance with the requirements thereof.
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Xxxxxx Closing. The Xxxxxx will close effective August 31, 2020. Effective September 1, 2020, Xxxxxx employees will be integrated into The Main Building pool of employees (working + furloughed), by seniority across all locations.
Sample 1
Xxxxxx Closing. Except for the indemnity as to Applied’s Remedial Action provided in paragraph 7(d) hereof, and subject to the completion of Applied’s Remedial Action, Hoboken acknowledges and agrees that Applied has made no representations or warranties as to the condition of 000-000 Xxxxxx Xxxxxx and Hoboken shall be deemed to have accepted 000-000 Xxxxxx Xxxxxx in its “AS IS, WHERE IS, WITH ALL FAULTS AND CONDITIONS” on the date of the Monroe Closing and shall forever have released Applied and its officials, employees and agents from any and all loss, cost, damage and expense arising from the condition of 000-000 Xxxxxx Xxxxxx. Hoboken acknowledges and agrees that it shall be solely responsible for any State, federal, county or municipal actions, permits or approvals required to redevelop 000-000 Xxxxxx Xxxxxx into a public park or for any other purpose. The provisions of this paragraph shall survive the Monroe Closing.
Sample 1
Xxxxxx Closing. At the written request of Seller or Xxxxx received prior to the delivery of the deed under this Contract, this sale shall be closed through an escrow with a title insurance company, in accordance with the general provisions of the usual form of deed and money escrow agreement then furnished and in use by the title insurance company, with such special provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of an escrow, payment of Purchase Price and delivery of deed shall be made through the escrow, this Contract and the Xxxxxxx Money shall be deposited in the escrow, and the Broker shall be made a party to the escrow with regard to commission due. The cost of the escrow shall be divided equally between Buyer and Seller.
Sample 1
Xxxxxx Closing. All conditions to the consummation of the -------------- transactions contemplated under the Xxxxxx Agreement shall have been satisfied, to the Acquirer's sole discretion, and the closing of such transactions shall occur contemporaneously with the Closing under this Agreement.
Sample 1
Xxxxxx Closing. (1) All documents and funds necessary to complete this transaction shall be placed in escrow with the Escrow Agent at least five (5) days prior to the Closing Date. Closing of this transaction shall take place, provided all the terms and conditions of this Agreement have been fulfilled as provided in this Agreement, on the Closing Date. All funds required for the purchase of the Premises shall be deposited in escrow with the Escrow Agent not later than the date of Closing. This Agreement shall be considered the escrow instructions, but shall be subject to the Escrow Agent's standard conditions of acceptance of escrow where not inconsistent herewith, and which conditions of acceptance of escrow shall be made a part hereof and incorporated herein by reference. The Escrow Agent is hereby authorized to close the transaction and to make all prorations and allocations which, in accordance with the Agreement, are to be made between the parties hereto. Escrow Agent shall cause Title Insurer to search the title to the Premises, and if and when Xxxxxx Agent has received all funds and documents to be deposited hereunder, Escrow Agent shall cause the Deed to be filed for record, the Title Policy to be issued to Buyer (if Buyer elects to receive a Title Policy) and the funds disbursed in accordance with this Agreement.
Sample 1

Related to Xxxxxx Closing

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

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