Examples of ROFO Closing in a sentence
Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to DevCo and prior to the ROFO Closing Date shall be borne by AIR, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFO Closing Date) or condemnation awards.
The closing shall take place on the date set forth in the ROFO Notice (or on such earlier date as the Parties may mutually agree) (the “ROFO Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of DevCo or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFO Closing Date.
If required by AIR, all contracts and agreements between DevCo and any of its Affiliates in respect of the ROFO Property shall be terminated effective as of the ROFO Closing Date.
DevCo shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the applicable ROFO/Stabilized ROFO Closing and (ii) so much of the Current Year Taxes as shall be allocable to DevCo (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the applicable ROFO/Stabilized ROFO Closing).
At the ROFO Closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate to give effect to such sale or transfer.
Any Taxes which are payable in the calendar year in which a ROFO/Stabilized ROFO Closing occurs but are not due and payable at the time of such ROFO/Stabilized ROFO Closing and the portion of the Current Year Taxes not assumed by AIR hereunder shall be credited to AIR through a credit against the applicable purchase price at such ROFO/Stabilized ROFO Closing reflected on the applicable closing statement.
The Offeree shall make at the ROFO Closing payment in full in immediately available funds for the Sale Shares.
At the ROFO Closing, the Selling Shareholder shall deliver such documents as required by the Offeree to transfer the legal and beneficial interests in the Sale Shares purchased by the Offeree from the Selling Shareholder to the Offeree and/or the Offeree’s designated Affiliates, including depositing the Sale Shares into an account of the relevant CCASS participant in accordance with the Offeree’s directions, if applicable.
At the ROFO Closing, the Selling Founder and the Offeree Founder shall execute such additional documents as the Offeree Founder reasonably requests in connection with such Transfer.
The consummation of any purchase of the Offered Shares by the Designated Buyer pursuant to this Section 3.3 (the "ROFO Closing") will occur no later than the last day of the ROFO Acceptance Period, at such time and place as may be agreed upon by the Offeror and the Designated Buyer or, if such parties fail to agree to such time and place, at the offices of the Offeror at 200 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 xx 10:00 a.m. (Central Time) on the last business day of the ROFO Acceptance Period.