Closing Date and Terms of Purchase Clause Samples

The "Closing Date and Terms of Purchase" clause defines when the final transfer of ownership will occur and outlines the specific conditions under which the purchase will be completed. It typically specifies the exact date or method for determining the closing date, as well as the obligations of both parties regarding payment, delivery of documents, and any required actions before closing. This clause ensures both parties are clear on the timeline and procedures for finalizing the transaction, reducing the risk of misunderstandings or disputes about when and how the purchase is completed.
Closing Date and Terms of Purchase. (a) Purchaser; Closing or Expedited Closing to Protect Gaming Rights. For purposes of this Section 13.9, the Person or Persons purchasing an Affected Interest (who may be the Company, one Member or several Members) shall be collectively referred to as the "Purchaser" unless the context indicates otherwise. Ordinarily, in the event of any sale and purchase of an Affected Interest pursuant to the terms of this Agreement, the sale and purchase shall close on a reasonable date, at a reasonable place and at a reasonable time to be selected by the Purchaser, which shall be no later than thirty (30) days after the Final Price is determined pursuant to Section 13.8. However, the Members acknowledge that it is likely that, if the Purchaser is an Appointing Member who has exercised its right and option to purchase the Affected Interest pursuant to Section 5.5, such Purchaser will exercise that option to protect the ability of the Purchaser (or any of its subsidiaries or other Affiliates) to obtain or maintain a Gaming License (as defined in Section 5.5) or a contract or agreement to manage a gaming facility. Accordingly, such Purchaser may need to exercise its option and right to purchase such Affected Interest and close such purchase (an "Expedited Closing") before the Final Price of such Affected Interest is determined under Section 13.8.
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Closing Date and Terms of Purchase. (1) Closing or Expedited Closing to Protect Gaming Rights. Ordinarily, in the event of any sale and purchase of an Affected Interest pursuant to the terms of this Agreement, the sale and purchase shall close on a reasonable date, at a reasonable place and at a reasonable time to be selected by the purchasing party, which shall be no later than ninety (90) days after a final determination of the price pursuant to Section 5.5 or Section 13.7, as applicable. However, the Members acknowledge that it is likely that, if a Purchaser exercises its right and option to purchase an Affected Interest pursuant to Section 5.5, such Purchaser will exercise such option to protect the ability of Lakes (or a subsidiary or other Affiliate of Lakes) to obtain or maintain a Gaming License (as defined in Section 5.5) or a contract or agreement to manage a gaming facility. Accordingly, such Purchaser may need to exercise its option and right to purchase such Affected Interest and close such purchase (an "Expedited Closing") before the price of such Affected Interest is finally determined pursuant to Section 5.5 or Section 13.7, as applicable (the "Final Price").
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Closing Date and Terms of Purchase. The purchase of an Affected Interest pursuant to Sections 17.3 and 17.4 (except for any purchase pursuant to Section 17.3.7 or 17.3.8) hereof shall occur upon the following terms:
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Closing Date and Terms of Purchase 
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Related to Closing Date and Terms of Purchase

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • Purchase Price and Terms The Buyer agrees to purchase the Property by payment of $____________________ (____________________ Dollars) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than ____________________, 20___ at ____:____ ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.

  • PRICE AND TERMS The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: 1 § 4.1 Purchase Price $ 2 § 4.3 ▇▇▇▇▇▇▇ Money $ 3 § 4.5 New Loan $ 4 § 4.6 Assumption Balance $ 5 § 4.7 Private Financing $ 6 § 4.7 Seller Financing $ 9 § 4.4 Cash at Closing $ 10 TOTAL $ $

  • Closing Date and Place 15. Closing shall take place at the office of at o’clock on , 20 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of

  • Purchase Price and Terms of Payment The aggregate purchase price for the Property (the “Purchase Price”) shall be Forty-Four Million Five Hundred Fifty-Four Thousand Two Hundred Thirty-Three Dollars ($44,554,233.00), and shall consist of and be payable as follows: