Closing and Purchase Price Clause Samples
The 'Closing and Purchase Price' clause defines the terms and conditions under which the final transfer of ownership and payment for an asset or business will occur. It typically specifies the exact purchase price, the method and timing of payment, and the date or conditions for closing the transaction. For example, it may outline whether payment is made in a lump sum or installments, and detail any adjustments to the price based on inventory or working capital at closing. This clause ensures both parties have a clear understanding of when and how the sale will be completed, minimizing disputes over payment and transfer of ownership.
Closing and Purchase Price. 21 ---------------------------
3.1 Closing.....................................................21 3.2
Closing and Purchase Price. Closing; Transfer of Possession; Certain Deliveries 36 3.2 Purchase Price and Deposit 38 3.3 Allocation of Purchase Price 39 3.4 Withholding 39 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS
Closing and Purchase Price. 2.1 The closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the latest ten (10) business days following the satisfaction of the Conditions Precedent set forth in clauses (i) and (ii) of Article 9.1 below, or such other date as the Parties may mutually agree in writing.
2.2 The aggregate purchase price for the Purchased Assets is USD 4'000'000.- (four million US dollars) (hereinafter referred to as the "PURCHASE PRICE"). The payment of the Purchase Price shall be made as follows:
Closing and Purchase Price. 2.1 Sale and Transfer of the Assets
2.2 Assets Not Transferred
2.3 Assumed and Excluded Liabilities
2.4 Closing; Purchase Price
2.5 Seller’s Deliveries at the Closing
2.6 Purchaser’s Deliveries at the Closing
2.7 Tax Allocation
2.8 Tax Proration
2.9 Sales Taxes
2.10 Risk of Loss
2.11 Tax Reporting
2.12 Canadian Taxes
Closing and Purchase Price. 3.1 Closing; Transfer of Possession; Certain Deliveries .........................................................26 3.2
Closing and Purchase Price. 2.1 The Closing shall take place within ninety (90) days of the date of the execution of this Agreement by the Purchaser
2.2 At the Closing, the Seller will, upon due performance by Purchaser of its obligations under the Agreement, deliver:
2.2.1 such good and sufficient warranty deeds, bills of sale with covenants of warranty, and sufficient instruments of sale, in form and substance reasonably satisfactory to Purchaser's counsel, as shall be required to vest in Purchaser marketable title to all of the Facilities uses for the existing water system, free and clear of liens and encumbrances of every nature that would render title to the Facilities unmarketable.
2.2.2 all of the files, documents, papers, agreements, books of account, customer lists, original cost invoices, engineering drawings, and records possessed by Seller pertaining to the water and sewer utility business conducted by Seller in the Property, other than its minute books and stock records, and any other records reasonably needed by Seller;
2.2.3 all orders, permits, license or certificates issued or granted to Seller by any governmental authority in connection with any authorization related to the construction, operation or maintenance of its Facilities or the conduct of its water and sewer utility business; and
2.2.4 Opinions of Counsels, dated as of the Closing, that upon the delivery to Purchaser of the ▇▇▇▇ of Sale and the approval respective legislative parties under Section 180.301, Florida Statutes, that Purchaser will then have title to the Facilities, free and clear of all liens and encumbrances in connection with the acquisition, construction, installation, and financing of the Facilities.
2.3 At the Closing and from time to time thereafter, Seller shall execute and deliver such further instruments of sale, conveyance, transfer and assignment, and take such other action (without expending funds or bring suit) as Purchaser may reasonably request, in order more effectively to sell, convey, transfer and assign to Purchaser any of the Seller's Facilities, to confirm the title of Purchaser thereto, and to assist Purchaser in exercising rights with respect thereto.
Closing and Purchase Price. Section 2.1 Sale and Transfer of the Assets 13 Section 2.2 Assets Not Transferred. 16 Section 2.3 Assumed and Excluded Liabilities. 17 Section 2.4 Closing 19 Section 2.5 Consideration 19 Section 2.6 Cash Consideration Adjustments. 20 Section 2.7 Seller's Deliveries at the Closing 22 Section 2.8 Purchasers' Deliveries at the Closing 23 Section 2.9 Tax Apportionment 23 Section 2.10 Transfer Taxes 24 Section 2.11 Allocation of Purchase Price 24 Section 2.12 Escrow 25 Section 2.13 Non-Assignable Assets 25 Section 2.14 Seller Defense of Claims 26 Section 2.15 Purchaser Post Closing Liabilities 26
Closing and Purchase Price. The consummation of the transactions contemplated by this Agreement are hereinafter referred to as the "Closing."
Closing and Purchase Price. 2.1 Time and Place of Closing
Closing and Purchase Price. 12
2.1 Sale and Transfer of the Assets..........................12 2.2 Assets Not Transferred...................................14 2.3 Assumed and Excluded Liabilities.........................15 2.4 Closing; Purchase Price..................................16 2.5 Seller's Deliveries at the Closing.......................18 2.6 Purchaser's Deliveries at the Closing....................18 2.7 Tax Allocation...........................................19