Closing Cooperation. Subject to the limitations set forth elsewhere in this letter agreement, the parties will cooperate with each other and with the Company in consummating the Transactions. Without limiting the generality of the foregoing: (a) The Westcore Entity and the Dividend Capital Entity shall fund into a First American Title Company escrow account controlled by WP ▇▇▇, as Managing Partner of the Company, their respective portions of the amounts payable in connection with the closing of the Transactions, such funds to be released from escrow at the direction of WP ▇▇▇; (b) Westcore and Dividend Capital shall review the closing conditions and materials; and (c) WP ▇▇▇ is authorized and shall be responsible for closing the Transactions; provided, that any material change in the underwriting or approved financing or any other material changes in the approved terms of the Transactions shall require Dividend Capital’s consent. Immaterial changes shall not require Dividend Capital’s consent. During the process of closing Westcore shall keep Dividend Capital apprised of the progress and shall, to the extent reasonably possible, notify Dividend Capital five (5) business days prior to the date the funds are needed for closing. Notwithstanding the foregoing, the parties acknowledge and agree that, until the consummation of the Transactions, and except as otherwise provided in this letter agreement, without the written consent of Dividend Capital, Westcore shall not take any action with respect to the Transactions that is material in nature (it being agreed that actions that do not increase the cost of the Transactions or the underwriting of the Transactions by more than $50,000 or delay the closing of the Transactions for more than ninety (90) days after the date currently scheduled for the closing shall not be deemed to be material for purposes of this paragraph). If in the-case of any such required consent which Dividend Capital does not approve there is a risk of loss of the deposits under the Transactions, Westcore agrees, after full consideration by the parties, to adopt Dividend Capital’s response to the extent such response does not result in the loss of any deposits under the Transactions.
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Sources: Purchase Agreement (Dividend Capital Total Realty Trust Inc.)
Closing Cooperation. Subject to the limitations set forth elsewhere in this letter agreement, the parties will cooperate with each other and with the Company in consummating the Transactions. Without limiting the generality of the foregoing:
(a) The Westcore Entity Each of the Sellers and the Dividend Capital Entity Purchaser shall fund into a First American Title Company escrow account controlled use their commercially reasonable efforts to, and shall use their commercially reasonable efforts to cause their respective Affiliates to, and the Purchaser and the Sellers shall cooperate to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under applicable Laws to consummate and make effective the transactions contemplated by WP ▇▇▇this Agreement and the Ancillary Agreements, as Managing Partner including (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement or any of the Company, their respective portions of Ancillary Agreements and the amounts payable transactions contemplated hereby or thereby (which actions shall include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) to cause the closing fulfillment at the earliest practicable date of all of the Transactionsconditions to its obligations to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, such funds (iii) to be released from escrow obtain at the direction earliest practicable date all Governmental Approvals, including the CFC Authorization, and other Consents (including Purchaser Transaction Resolution and the Consent described in clause 2 of WP ▇▇▇;Exhibit E) required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (it being understood that, in seeking such Governmental Approvals and Consents, each of the parties hereto is acting solely on behalf of itself and its Affiliates and not as an agent or representative of any other party hereto or any of its Affiliates), (iv) to timely effect all filings, registrations, submissions, registrations, declarations and notices required under any applicable Law to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, (v) to take any action necessary to defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the transactions contemplated by this Agreement or any of the Ancillary Agreements, including promptly appealing any adverse court or administrative decision, and (vi) to execute and deliver any additional documents or instruments necessary to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements or to fully carry out the intent and purposes thereof. The Purchaser may provide to the Sellers a summary in Spanish of this Agreement. Once the summary has been approved by the Sellers, the summary may be filed by the parties with any Governmental Authority in Mexico, including with the CFC, responsible for issuing any Governmental Approvals. The summary will not be binding on any party hereto.
(b) Westcore and Dividend Capital shall review The parties agree that if the closing conditions and materials; and
(c) WP ▇▇▇ Consent described in clause 2 of Exhibit E is authorized and shall be responsible for closing not obtained by the Transactions; provided, that any material change in the underwriting Sellers on or approved financing or any other material changes in the approved terms of the Transactions shall require Dividend Capital’s consent. Immaterial changes shall not require Dividend Capital’s consent. During the process of closing Westcore shall keep Dividend Capital apprised of the progress and shall, to the extent reasonably possible, notify Dividend Capital five (5) business days prior to the date the funds are needed for closing. Notwithstanding the foregoingClosing Date, the parties acknowledge Sellers shall be jointly and agree that, until the consummation severally liable to pay on behalf of the TransactionsCompany each and all of the amounts provided under the Contract referred to in clause 2 of Exhibit E as a consequence of the change of Control in the Company. If the Sellers fail to pay such amounts when due, payable and except requested by the relevant contracting party (as otherwise provided notified in this letter agreement, without writing by the written consent of Dividend Capital, Westcore shall not take any action with respect Purchaser or the Company to the Transactions that is material in nature (it being agreed that actions that do not increase Sellers), the cost of Purchaser may cause the Transactions or Company to pay such amounts and the underwriting of the Transactions by more than $50,000 or delay the closing of the Transactions Sellers will remain responsible for more than ninety (90) days after the date currently scheduled for the closing shall not be deemed to be material for purposes of this paragraph). If in the-case of any such required consent which Dividend Capital does not approve there is a risk of loss of the deposits under the Transactions, Westcore agrees, after full consideration by the parties, to adopt Dividend Capital’s response reimbursing to the extent Company each and all of such response does not result in amounts paid within 5 (five) Business Days following the loss receipt by Sellers of any deposits under a written notice from the TransactionsPurchaser to that effect.
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