Closing Requirements Sample Clauses

Closing Requirements. As a condition precedent to the Effective Date, the following matters shall have been satisfied (collectively, “Closing Conditions”): (a) The Title Company must be unconditionally prepared to deliver to Master Tenant an ALTA form of leasehold owner policy of title insurance (“Title Policy”), at Landlord’s sole cost and expense, in accordance with the Title Commitment, as revised pursuant to Master Tenant’s comments or objections, or otherwise in conformance with a Proforma Owner’s Policy of Title Insurance approved by Master Tenant as of the closing. (b) If a Fee Mortgage will exist as of the Effective Date, all Fee Loan Documents have been delivered to Master Tenant and Master Tenant has approved of the terms of the Fee Mortgage and Fee Loan Documents, such approval not to be unreasonably withheld.

Closing Requirements. At the Closing, each of the parties will take such actions, and execute and deliver to the other party such bills of sale, endorsements, assignments, agreements or other instruments as shall be necessary to vest in Purchaser, good and marketable title to the Purchased Assets sold to Purchaser hereunder, free and clear of all Liens, and for Purchaser to assume the Assumed Liabilities (as defined below) and to deliver to the Seller the consideration to be delivered to the Seller hereunder, and shall otherwise provide the following: (a) The Seller shall have delivered a certification executed by the President of Seller certifying as to the Indebtedness and Transaction Expenses of Seller as of the Closing Date and that all such holders of Indebtedness are being paid off in full pursuant to payoff letters or releases and that all Persons listed on the Accounts Payable List (i) that have not signed Settlement Agreements have been paid in full and (ii) that have signed Settlement Agreements have been paid the full amount set forth in their signed Settlement Agreements. All of the foregoing pay off letters, releases and Settlement Agreements shall be in forms acceptable to Purchaser. (b) All third-party consents, approvals or notices set forth on Schedule 4.11, shall have been obtained or, with respect to notices, delivered. (c) Each of the Seller and Seller Parent shall have delivered to Purchaser a certificate of its President, certifying that (i) the representations and warranties of Seller and Seller Parent contained in this Agreement shall be true and correct in all respects on and as of the Closing Date (unless any such representation or warranty is made only as of a specific date, in which event such representation and warranty shall be true and correct, as the case may be, as of such specified date); (ii) Seller and Seller Parent have duly performed and complied in all material respects with each of the agreements and covenants required by this Agreement and each of the other Related Agreements to be performed or complied with by it prior to or on the Closing Date; provided that with respect to agreements and covenants that are qualified by materiality, Seller shall have performed such agreements and covenants, as so qualified, in all respects, (iii) no Action shall have been commenced against Purchaser or Seller or Seller Parent that would prevent the Closing and no injunction or restraining order has been issued by any Governmental Entity, and is in effe...

Closing Requirements. (1) Within two (2) business days, the Company shall deliver to the Purchaser: (a) a duly executed share certificate registered in the name of the Purchaser, representing 225 Convertible Preferred Shares, Series B, being issued to Purchaser pursuant to this Agreement for outstanding amounts due to Purchaser and Purchaser’s affiliates for office rent, marketing services, consultant services and promissory notes; (b) a Secretary’s Certificate, duly executed by the Secretary of the Company, appending certified copies of the Company’s Fundamental Documents and minutes/resolutions of the Board of Directors of the Company (the “Board”) (and, if applicable, any committee) approving the Documents and the transactions contemplated thereby (including, without limitation, the Certificate of Designation ); (c) an Incumbency Certificate, duly executed by an authorized officer of the Company, certifying with respect to the incumbency of the officers listed thereon and the genuineness of such officers’ respective signatures.

Closing Requirements. (a) At the Closing, City shall do the following: (i) Execute and deliver to the Title Company an affidavit in form and substance satisfactory to the Title Company and consistent with customary practices in ▇▇▇▇▇▇▇▇▇▇ County , Ohio, permitting the Title Company to delete from the Title Policy exceptions for mechanics' liens and parties in possession (excluding work performed by or under the direction of Developer); (ii) Execute and deliver the Deed , a closing statement and a non-foreign affidavit; (iii) Deliver to Developer evidence reasonably satisfactory to Developer that City has the authority and power to enter into this Agreement and to consummate the transaction provided for herein; and (iv) Execute and deliver such other documents as City and Developer may have agreed to deliver at the Closing or as reasonably required by the Title Company and/or Developer. (b) At the Closing, Developer shall pay the Purchase Price as provided herein to City, and shall do the following: (i) Deliver to City evidence reasonably satisfactory to City that (a) Developer is duly formed and validly existing in the State of Ohio, (b) member resolutions stating that (1) Developer has the authority and power to enter into this Agreement and to consummate the transaction provided for herein, (2) the consummation of the transaction provided for herein will not breach the organizational documents of Developer, and (3) the individuals executing all documents in connection herewith on behalf of Developer have the authority and power so to do; and (ii) Execute and deliver such other documents as City and Developer may have agreed to deliver at the Closing or as reasonably required by the Title Company and/or City. (c) The unconditional delivery to the Title Company of the Purchase Price , the Deed, and all other document and instruments required to be delivered by either party to the other by the terms of this Agreement shall be deemed to be a good and sufficient tender of performance of t h e terms hereof.

Closing Requirements. The consummation of the sale and purchase of the Property (the “Closing”) shall be effected through a closing escrow which shall be established by Seller and Buyer with the Escrow Holder utilizing a so-called “New York Style Closing” (i.e., meaning a Closing which has, on the Closing Date, the concurrent delivery of the documents of title, transfer of interests, delivery of the Title Policy or “marked-up” title commitment as described herein and the payment of the Purchase Price). Seller shall provide any customary affidavits or undertakings to the Title Company necessary for the afore-described “New York Style” type of Closing to occur. All documents to be delivered at the Closing and all payments to be made shall be delivered on or before the Closing Date as provided herein.

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE to the USMS Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMS's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDE's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Closing Requirements. At Closing, upon payment of the Purchase Price as herein provided, Seller shall deliver to Purchaser a fully and properly executed statutory warranty deed with respect to the Property (the “Deed”) which shall convey fee simple title to the Property, free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined). For the purposes of this Agreement, the term “Permitted Exceptions” shall mean: (i) then current city, state and county ad valorem taxes not yet due and payable; (ii) easements for the installation or maintenance of public utilities serving the Property; (iii) all other easements, restrictive covenants and other matters described in the current title insurance policy insuring the Property (other than any mortgage or other encumbrance securing money borrowed by Seller), a true and correct copy of which has been delivered to Purchaser (the “Current Title Policy”); (iv) all recorded (and, if created by Purchaser or its agents, employees or affiliates, unrecorded) easements, restrictive covenants, encumbrances and other matters of record (if any) that relate to the construction, financing, operation or use of the parking deck facility that has been constructed on the Property with Purchaser’s consent as contemplated in and in accordance with the Office Lease, dated as of December 21, 2006, as heretofore amended, between Seller, as landlord, and Purchaser, as Tenant (as so amended, the “Lease”); (v) all other then existing leases with respect to all or any portion of the Property which (A) have been provided to Purchaser prior to the date hereof (including, without limitation, the lease currently in effect with respect to the space identified on Schedule 10 to the Lease (the “Restaurant Lease”) and the Renewal Lease with The ▇▇▇▇▇ Companies covering the location of a billboard or other signage purported to be located on the Property dated as of January 12, 2005 (the “Sign Lease”)) and (B) have been entered into by Seller in the ordinary course and upon commercially reasonable terms after Purchaser has waived its right to lease such space as contemplated in Section 32 of the Lease; and (vi) such other matters, if any, as may be acceptable to Purchaser in its sole discretion. In addition to the foregoing, Purchaser hereby agrees that any conveyance of the Property shall be subject to the surface and subsurface conditions affecting the Property, as they exist on the Closing Date with...

Closing Requirements. The issue and sale of the Units and the release of the funds from the Escrow Account to the Fund(s) shall be subject to the accuracy on and as of the Closing Date of, and compliance on each Closing Date with, the representations and warranties of the General Partner and the Selling Agent herein and the performance by the Fund(s), the General Partner and the Selling Agent of their obligations hereunder. The General Partner may terminate this Agreement at any time, in its discretion. In the event of any such termination, all subscriptions received from prospective investors of the Fund(s), but not yet accepted by the Fund shall promptly be returned to them as provided in the Prospectus.

Closing Requirements. The consummation of the Second Closing within 45 days following the Effective Date and the consummation of the Third Closing within 90 days following the Effective Date shall be referred to herein as the “Closing Requirements”.