Closing of ROFO Sample Clauses

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Closing of ROFO. In the event that the Other Member elects to deliver a ROFO Acceptance pursuant to Section 9.1.4 above, the closing of the purchase and sale contemplated thereby shall occur on a mutually acceptable date, not more than one hundred and twenty (120) days after the delivery of the ROFO Acceptance, through a “New York style” closing with the title company holding the ROFO Deposit. The ROFO Deposit shall be credited at closing against the total purchase price; provided, however, if the closing fails to occur because of a default by the Other Member, the Initiating Member shall have all rights and remedies available under this Agreement and Applicable Law (with no such right or remedy deemed to be exclusive of any other right or remedy), including, without limitation, the following: (i) to retain the ROFO Deposit as liquidated damages, it being agreed that in such instance such selling party’s actual damages would be difficult, if not impossible, to ascertain, and (ii) to cause the Interest Sale, Hotel Sale or Portfolio Sale to any unrelated third part(ies) on terms and conditions acceptable to the Initiating Member in its sole and absolute discretion.
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Closing of ROFO. If the ROFO Class B Property Interests are to be conveyed or assigned to the Proposing Member pursuant to the foregoing provisions, the Electing Member shall convey its ROFO Class B Property Interests without representations and warranties about the Company or its assets. Transfer taxes, escrow fees and all other closing costs in connection with such conveyance or assignment shall be allocated between and paid by the purchaser and seller in the usual and customary manner (with each party being responsible for its own legal fees). The Electing Member shall be entitled to enforce its rights under this Section 7.09 by specific performance. The closing of any such sale shall be held at the offices of the Proposing Member.
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Related to Closing of ROFO

  • CLOSING OF IPO 38 8.10 Secretary's Certificate.........................................38 8.11 Employment Agreements...........................................38 8.12

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 ▇. ▇▇▇▇▇▇▇o ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇ime, date or place is agreed to in writing by the parties hereto.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2