Closing Procedures Sample Clauses
The Closing Procedures clause outlines the specific steps and requirements that must be fulfilled by the parties to finalize a transaction, typically in the context of a sale or transfer of assets. It details the sequence of actions, such as the exchange of documents, payment of funds, and delivery of necessary approvals or consents, that must occur on the closing date. By clearly defining these procedures, the clause ensures that both parties understand their obligations and helps prevent misunderstandings or disputes at the critical final stage of the transaction.
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Closing Procedures. (i) At or prior to the Closing, Acquirer shall deposit with ESOP Management and Trust Services Ltd., the Israeli paying agent (the "Paying Agent"), an amount of cash sufficient to pay the unpaid Transaction Expenses (other than any unpaid Transaction Expenses that will be paid by the Company following the Closing), the Repaid Company Debt and the Closing Consideration less (A) the Adjustment Escrow Amount, less (B) the Indemnity Escrow Amount, less (C) the aggregate amount of payments in respect of In the Money Vested Company Options to Company Vested Optionholders that are residents of the United States (such holder, the "U.S. Optionholders" and such payments, the "U.S. Optionholder Payments"), and less (D) the Option Cash Right Payment.
(ii) At the Closing, Acquirer will instruct the Paying Agent to pay to each Company Shareholder, by wire transfer of same-day funds, such Company Shareholder’s Consideration Portion of the Closing Consideration less (A) such Company Shareholder’s portion of the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Shareholders’ Agent Expense Amount in respect of such Company Shares and (B) the Company Loan Amount, if any, outstanding in respect of the Company Shareholder, as soon as reasonably practicable, but in any event, no later than five Business Days following surrender to the Paying Agent of a duly executed letter of transmittal substantially in the form attached hereto as Exhibit I-1 or I-2, as applicable (the "Shareholders Letter of Transmittal") (provided that such payments shall be subject to Section 1.1(f) with respect to the withholding of Israeli Tax and provisions related to 102 Company Shares), together with all of the certificates or instruments which immediately prior to the Closing represented issued and outstanding Company Share Capital held by Company Shareholder (or the Affidavit of Lost Share Certificate in the form attached to the Shareholders Letter of Transmittal), Share Transfer Deeds (to the extent not already delivered at Closing) (the "Converting Instruments"), a certificate confirming such Company Shareholder’s information contained in the Spreadsheet, in a form attached to the Shareholders Letter of Transmittal (a "Closing Allocation Certificate") and, with respect to Company Shareholders that are individuals and residents in a jurisdiction that follows the community property regime, a duly executed Spousal Consent.
(iii) At the Closing, Acquirer will instruct the Paying Agent to pa...
Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records;
(ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ of sale;
(iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19;
(iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement;
(v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association;
(vi) Purchaser shall deliver any documents to be delivered required hereunder; and
(vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.
Closing Procedures. On the Closing Date, the Fee Estate shall be conveyed in its “as is” condition and there shall be no abatement or diminution of the Purchase Option Price by reason of any fire, casualty, eminent domain or Condemnation affecting the Land or the Improvements. The Purchase Option Price shall be paid by Tenant on the Closing Date by payment to the Escrow Agent of an amount equal to the Purchase Option Price by wire transfer of federal funds to Escrow Agent’s account. On or before the Closing Date, Landlord shall deliver to Escrow Agent the deed to the Fee Estate, which deed shall be the usual grant deed in proper form for recording and shall be duly executed and acknowledged so as to convey to Tenant title to the Fee Estate in fee simple in accordance with this Section 16.4 (the “Deed”) as well as any other documents or instruments reasonably requested by Escrow Agent to confirm the proper Transfer of the Fee Estate from Landlord to Tenant in accordance with the terms and provisions of this Section 16.4 (the “Ancillary Documents”). Upon Escrow Agent’s receipt of the Deed and the Ancillary Documents from Landlord and the Purchase Option Price from Tenant, the closing shall be deemed to have occurred and Escrow Agent shall be authorized to record the Deed in the applicable land records and to release the Purchase Option Price (as adjusted for the payment of any State and local transfer taxes or other closing amounts payable by Landlord) to Landlord. In the event that Landlord fails timely to deliver the Deed and the Ancillary Documents to Escrow Agent, Tenant shall have the right to pursue all rights and remedies afforded at law and in equity, including specific performance. In the event that Tenant fails timely to deliver the Purchase Option Price to Escrow Agent and provided that all conditions to Tenant’s performance were previously satisfied, Landlord shall have no further obligation to sell the Fee Estate to Tenant under this Section 16.4 and the Purchase Option shall be of no further force or effect.
Closing Procedures. In connection with any Recipient Member Put Transaction or Electing Member Call Transaction, the closing for the Company’s in-kind distribution to the Members of undivided interests in and to the Company’s interests in the applicable Outside Partnership and for the transfer of the Recipient Member’s interest in and to the Company’s interests in the applicable Outside Partnership, pursuant to Section 9.8(d) or (e) shall take place pursuant to customary escrow arrangements at the office of the applicable Designated Manager or such other location as may be Approved by the Members. At the closing, the following shall be delivered to the applicable party:
(i) the Company (or applicable Subsidiary Entity) and the Members shall deliver each to the other a duly executed instrument of assignment and assumption, whereby the Company or applicable Subsidiary Entity assigns to the Members in accordance with their Proportionate Shares undivided interests in and to the Company’s interests in the applicable Outside Partnership, without any representations or warranties;
(ii) the Recipient Member assigns the interest so acquired by it to the Electing Member or its nominated designee, without any representations or warranties;
(iii) in connection with such transaction, the Members shall agree upon a reasonable arrangement for the allocation of the Assumed Archstone Liabilities and other liabilities that relate to the applicable Outside Partnership that the Electing Member would assume or succeed to, and the liabilities and recoveries that the Company would retain (and shall, in connection with the consideration of such arrangement, consider the manner in which such liabilities are handled in connection with the Electing Member’s acquisition of the interest of the Outside Partner in such Outside Partnership), and upon such agreement, the Company or applicable Subsidiary Entity and the Electing Member shall enter into an assumption agreement in a form and substance that is reasonably acceptable to the Members reflecting the terms of such arrangement;
(iv) the Electing Member or its nominated designee delivers the applicable price to the Recipient Member by delivery at the closing of a wire transfer of good funds to an account designated by the Recipient Member;
(v) the Members shall pay any applicable transfer, excise or similar taxes due in connection with the transfer of the interest in accordance with the terms and provisions governing the payment thereof that are set fort...
Closing Procedures. The Closing shall be held in Pitkin County, Colorado, at a time and place specified by Seller in the notice given under Subsection 10.a. above, unless extended pursuant to Section 8 above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
i. Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to those matters as set forth in Section 8 of this Agreement and any other title exceptions waived by Purchaser pursuant to Section 8 above;
ii. Seller shall convey title to the personal property and fixtures installed within the Unit by a bill of sale;
iii. Purchaser shall pay the balance of the Purchase Price as required by Section 4 above, the Enhancements Price (if any) as required by Section 6.g above and the other charges and fees described in this Agreement to be paid at Closing; and
iv. Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement.
Closing Procedures. If a purchase and sale of any Shares, Convertible Securities and/or other securities of the Corporation is made pursuant to this Agreement, the following shall apply:
Closing Procedures. The Closing shall be held in Summit County, Colorado, at a time and place specified by Seller in the notice given under Section 8(a) above, unless extended pursuant to Section 8(a) above, or at such other time and place as shall be mutually acceptable to Seller and Purchaser. At the Closing, the parties shall take the following actions:
(i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Property subject only to those matters as set forth in Section 6 of this Agreement and any other title exceptions waived by Purchaser or permissible pursuant to Section 6 above;
(ii) Seller shall convey title to the personal property and fixtures installed within the Residence by a quit claim bill of sale, without warranty;
(iii) Purchaser shall pay the balance of the Purchase Price as required by Section 3(b) above; and
(iv) Purchaser and Seller shall execute and deliver such other documents, pay such other amounts, and take such other actions as may be necessary to accomplish the Closing and carry out their obligations under this Agreement and as is customary in similar transactions in Summit County, Colorado.
Closing Procedures. On or before the Closing Date the Purchaser shall:
(a) pay to its Solicitors, in trust, the Unpaid Balance by negotiable cheque certified by a chartered bank or bank draft;
(b) make available to the Vendor, the undertaking of the Purchaser’s Solicitors to pay the Unpaid Balance upon the lodging of the Transfer provided that if the transaction does not complete for any reason or if Purchaser’s Solicitors are unable to comply with their undertakings, then the Purchaser’s Solicitors will either return the Transfer, unused, to the Vendor’s Solicitors upon demand, or alternatively to make application to the Registrar of the Land Title Office to have the Transfer withdrawn and to return the Transfer to the Vendor’s Solicitors upon receipt of same from the Land Title Office.
Closing Procedures. Subject to the satisfaction or waiver by the relevant Party of the conditions of closing set forth in Section 6, at the completion of the Purchase, the Vendor and the Purchaser shall each deliver to the other Party, a certificate or certificates representing the Purchased Shares and the Issued Shares, respectively, duly endorsed for transfer.