Common use of Closing Procedures Clause in Contracts

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. [a] Unless Purchaser and Seller otherwise agreeagreed by the applicable parties, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent of the purchase and shall collect and disburse documents and payments necessary sale of Common Units and/or Profits Interest Units pursuant to effect Section 14.1 or Section 14.2 will be completed at 10:00 a.m. local time on a date designated by the Closing. At ClosingMember that provides the applicable Put Notice or Call Notice that is within 15 days after [i] delivering such Put Notice or Call Notice, or if a determination of the Appraised Unit Value is made pursuant to Section 14.3, after such determination is made, or [ii] such longer period as is reasonably required to satisfy all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Sellerthe conditions set forth in Section 14.4[c]. At the Closingclosing, the parties shall take the following actions: (i) Seller shall applicable selling Members will deliver to Purchaser an executed and acknowledged special warranty deed the applicable purchasing Member a written instrument of assignment, substantially in the form attached hereto as Exhibit A, transferring their respective Units to the Unit subject only purchasing Member free and clear of Liens, and the purchasing Member will pay the applicable purchase price. The closing will be consummated at the principal executive offices of the Company unless the GCI Member and the AKD Holdings Member otherwise agree. [b] The Member transferring any Common Units and/or Profits Interest Units pursuant to Section 14.1 or Section 14.2 shall be deemed to have represented and warranted that: [i] the purchaser will receive good and valid title to the Permitted Exceptions applicable Units free and statutory exceptionsclear of all Liens of any nature whatsoever; and [ii] all of such Units can be purchased and sold without any notice to, or consent, approval, order or authorization of, or declaration or filing with, any other Person other than those already obtained and except for any required Governmental Approvals. Promptly following the date [c] The closing of Closing, the deed any purchase and sale of Units 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 insatisfaction of the following conditions, Paragraph 4 above and it being agreed that the parties shall execute settlement statements prepared in accordance will use Commercially Reasonable Efforts to cause such conditions to be met: [i] all material consents, notices, approvals, including Governmental Approvals expressly required 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 respect to the Bylaws transactions to be consummated at such closing will have been obtained; and [ii] there will be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the consummation of the Residence Association; (vi) Purchaser shall deliver any documents transactions to be delivered required hereunder; and (vii) Purchaser consummated at such closing. [d] Unless the applicable parties agree otherwise, the purchase price on any purchase and Seller shall execute and deliver such other documents and take such other actions as may sale of Units will be requested payable by wire transfer of same day funds to an account at a bank designated by the Title Company applicable party, such designation to be made no less than two Business Days prior to the applicable closing. [e] Except for Sections 13.4[a] and 13.4[b], each of which shall be deemed to have been waived, all conditions set forth in Section 13.4 must also be satisfied. [f] Notwithstanding the failure of any Member to assign or necessary deliver certificates representing Units on the applicable closing date as required by this Section 14.4, from and after the applicable closing date, the purchaser of the applicable Units shall for all purposes be deemed the record and beneficial owner of such Units, the selling Member shall have only the right to accomplish receive the Closing applicable purchase price for such Units, without interest, and carry out their obligations under this Agreementany certificates representing the applicable Units shall represent only the right to receive the applicable purchase price, without interest, upon surrender thereof to the purchaser.

Closing Procedures. Unless Purchaser and Seller otherwise agree, The Closing shall be effected through an escrow closing occur as follows, provided that (i) the Commitment Date has occurred, (ii) the conditions precedent in Sections 4.2 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 Closing4.3 have been satisfied or waived, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At (iii) Applicable Law does not prevent the Closing, and (iv) the parties other terms and conditions of this Agreement have been complied with. Before 3:00 p.m., Eastern time, on the Scheduled Closing Date: (a) The Parties shall take deliver to the following actionsapplicable escrow agent instructions to disburse the Deposit to Seller for its own account, the receipt of which shall be confirmed by Seller. (b) Buyer shall remit to Seller the remaining balance of the Purchase Price. (c) Seller shall deliver to Buyer: (i) Seller shall deliver to Purchaser the original Note (or if it is lost or otherwise unavailable, an executed lost note certificate containing an indemnification from Seller, all in a form reasonably satisfactory to Buyer 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;Seller). (ii) Seller shall convey its title an original allonge describing the Note and containing the following endorsement: “Pay to any personal property and fixtures installed within the Unitorder of [insert name of Buyer], without warrantyrecourse, and without representation or warranty of any kind or nature except as expressly set forth in and limited by a the Loan Purchase and Sale Agreement dated as of [insert date] between W▇▇▇▇ of sale;Fargo Bank, National Association, as Seller, and [insert Buyer], as Buyer.” (iii) Seller shall deliver an all original executed assignment counterparts of Appliance warranties pursuant to Paragraph 19;other Loan Documents in Seller's possession. (iv) Purchaser shall pay the balance an original executed Assignment of Loan Documents. (v) an original executed Assignment of Security Instrument. (vi) a certificate signed by Seller stating that each of Seller’s representations and warranties in this Agreement is and remains true and correct in all material respects on and as of the Purchase Price Closing Date, except that: (A) with respect to the representation set forth in Section 5.3(f), if such representation cannot be remade as required bywritten, Seller shall be deemed to have satisfied its obligation to remake the same if it has disclosed the facts and circumstances which result in such inability to remake the representation, (B) with respect to the representation in Section 5.3(i) Seller shall be deemed to have satisfied its obligation to remake the same if it discloses the then current amount on deposit in the Independent Account, and subject (C) with respect to the credits specified inrepresentation set forth in Section 5.3(j), Paragraph 4 above if such representation cannot be remade as written, Seller shall be deemed to have satisfied its obligation to remake the same if it has disclosed the facts and circumstances which result in such inability to remake the representation. (vii) the Pinebrook Deed and the parties other Pinebrook Escrow Documents (as each such term is defined in the Settlement Agreement), each of which shall execute settlement statements prepared be dated on and as of the Closing Date and shall name Buyer as Pinebrook Property Transferee. (viii) the Transfer Tax Declarations (as defined in the Settlement Agreement), each of which shall be dated on and as of the Closing Date and shall name Buyer as Pinebrook Property Transferee. In addition to the foregoing, Seller shall use reasonable efforts to cause Borrower, on or prior to the Closing Date, to deliver the documents, instruments and other items set forth in Sections 4.1.2.3 and 4.1.2.4, and all items set forth in Section 4.1.3 of the Settlement Agreement (all of the foregoing being the “Additional Items”) to Buyer on the Closing Date, it being expressly agreed however, that: (A) Seller’s failure to cause the delivery of the Additional Items shall not be deemed to be a default under this Agreement, and (B) the delivery of the Additional Items shall not be a condition precedent to Buyer’s obligation to close the Transaction in accordance with the terms of this Agreement;. Buyer and Seller agree that it shall be Buyer’s responsibility to work with the Borrower to obtain the Additional Items. Seller agrees to reasonably cooperate and assist Buyer in connection therewith, and will instruct Borrower to cooperate with Buyer in accordance with the terms of the Settlement Agreement. (vd) If Purchaser is an entity or is comprised of more than one individual, Purchaser Buyer shall deliver a designation to Seller: (i) an original executed Assignment of owner representative pursuant Loan Documents, (ii) an original executed Assignment of Security Instrument, (iii) executed Transfer Tax Declarations (to the Bylaws of the Residence Association; (vi) Purchaser shall deliver any documents to be delivered extent required hereunder; by applicable law, and (viiiv) Purchaser a certificate signed by Buyer stating that each of Buyer’s representations and Seller shall execute warranties in this Agreement is and deliver such other documents remains true and take such other actions correct in all material respects on and as may be requested by the Title Company or necessary to accomplish of the Closing Date. The foregoing actions shall be deemed to have occurred simultaneously and carry out their obligations under this Agreementshall complete the Closing, whereupon the transactions described in Section 3.1 shall automatically and irrevocably become effective, and Buyer shall bear all risk of loss relating to the Assigned Rights.

Closing Procedures. Unless Purchaser and Seller otherwise agree, The Closing shall will be effected through an escrow closing where all Closing Documents and neither Purchaser nor Seller need funds required to be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary paid or provided by each party pursuant to effect the Closing. At Closing, all of Purchaser’s funds and documents shall this Agreement will be delivered to Title Company unless otherwise directed by Seller. At in escrow on or before the ClosingClosing Date and upon receipt of all required funds and documents from the parties, 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 will close 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 transaction in accordance with the terms provisions of this Agreement. Both parties will pay their respective costs by wire transfer from a financial institution reasonably acceptable to Title Company. At Closing, the following will occur: 6.2.1 Seller will execute and deliver, or cause to be executed and delivered (as the case may be) to Purchaser the following documents all in form reasonably acceptable to Purchaser and its counsel (collectively, the “Seller Closing Documents”): Agreement; (a) evidence of Seller’s authority to perform its obligations under this (b) the Deed; (c) ▇▇▇▇▇▇’s signed counterpart to a General Assignment in the form attached hereto as Exhibit F (the “General Assignment”); (d) Seller’s signed counterpart to an Assignment and Assumption of Leases in the form attached hereto as Exhibit G (the “Assignment of Leases”); (e) a non-foreign affidavit or a qualifying statement sufficient in form and substance to relieve Purchaser of any and all obligations to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Code, or a statement from Seller authorizing Purchaser to deduct and withhold taxes as required by Section 1445 of the Code; and (f) any and all other documentation reasonably required by Title Company to close the transaction contemplated hereunder and to cause the Owner’s Policy to be issued and delivered to Purchaser. 6.2.2 Purchaser will deliver the Purchaser Closing Payment to Title Company, and shall execute and/or deliver, or cause to be executed and delivered (as the case may be) to Seller the following documents all in form reasonably acceptable to Seller and its counsel (collectively, the “Purchaser Closing Documents”): (a) evidence of Purchaser’s authority to perform its obligations under this Agreement; (vb) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant any documentation reasonably required by Title Company to close the Bylaws of transaction contemplated hereunder and to cause the Residence AssociationOwner’s Policy to be issued and delivered to Purchaser; (vic) Purchaser shall deliver any documents Purchaser’s signed counterpart to be delivered required hereunderthe General Assignment; and (viid) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by ▇▇▇▇▇▇▇▇▇’s signed counterpart to the Title Company or necessary to accomplish the Closing and carry out their obligations under this AgreementAssignment of Leases.

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 ▇▇▇▇ bill 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. 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 '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 ▇▇▇▇ bill 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.