Occurrence of Closing Clause Samples
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Occurrence of Closing. Seller and Purchaser shall deposit jointly with the Escrowee counterpart executed copies of the Limited or Special Warranty Deeds, the Assignments of Leases, the Assignments of Reciprocal Easement Agreements, the Mortgage Loan Assignment and Assumption Agreement and any documentation required to be executed by Seller or Purchaser pursuant to Section 6.2(s) or Section 6.3(k) and to be filed with any governmental office in connection with the recording of any of the foregoing (the "FILING DOCUMENTS"), and any funds required to be deposited by Seller pursuant to Section 6.2(s) hereof (which may be by credit against the Balance of the Purchase Price), accompanied by joint filing instructions setting forth the order of recording. As provided in Section 2.2(b), Purchaser also shall deposit the Balance of the Purchase Price with the Escrowee. The Closing shall be deemed to have occurred upon the completion of the following:
(a) Delivery of the Filing Documents to the Escrowee;
(b) Delivery of the other Seller Closing Documents to Purchaser and of the other Purchaser Closing Documents to Seller;
(c) Delivery by the Title Insurer to Purchaser of either (at Purchaser's option) "proforma" policies of title insurance or "mark-▇▇▇" of the Title Commitments, in either case, conforming to the requirements of the Title Policies described in Section 1.1 hereof and having an effective date of insurance as of the date of recording of the Filing Documents to the Escrowee; and
(d) Delivery of the Balance of the Purchase Price by the Escrowee to Seller.
Occurrence of Closing. (i) Upon fulfillment of all of the Closing actions as set out in Clause 8.1.5 (Closing Actions), the Sellers and the Buyer shall execute a closing notice (the “Closing Notice”) confirming that the Closing has occurred in the form set out in Exhibit 8.1.6(i) (Form of Closing Notice) and notify a copy hereof to the COP Escrow Agent.
(ii) All of the actions set out in Clause 8.1.5 (Closing Actions) constitute the Closing and will be deemed to have occurred simultaneously at the Closing. Unless otherwise agreed in writing by the Parties, should any of such actions not take place by 3.00 p.m. CET of the day immediately following the Closing Date, the Parties agree that they will take any and all actions as are necessary to put all Parties in as close as possible a position as they would have been had any actions that have in fact taken place under Clause 8.1.5 (Closing Actions) not taken place.
Occurrence of Closing. In the event that the Transactions contemplated by the Merger Agreement are abandoned or not consummated, this Letter shall be null and void and of no force and effect.
Occurrence of Closing. Seller shall deposit with Title Insurer the Deed, and ▇▇▇▇▇▇ and Purchaser shall deposit jointly with Title Insurer counterpart executed copies of the other Closing Documents. The Filing Documents shall be filed and recorded by Title Insurer in the official land records of Cuyahoga County, Ohio serially with no intervening documents or instrument between them, and prior in time and in right to any mortgage liens or other encumbrances created by, for the benefit of, or at the direction of, Purchaser or its Affiliates. The foregoing order of recording shall be strictly adhered to. The Closing shall be deemed to have occurred upon the completion of the following:
(a) Delivery of the Filing Documents to Title Insurer;
(b) Delivery of the other Seller Closing Documents to Purchaser and of the other Purchaser Closing Documents to Seller; or the written acknowledgment of Title Insurer that it holds all such documents and the unconditional and irrevocable written commitment of Title Insurer to effect such delivery on the Closing Date;
(c) Seller’s receipt of the full Purchase Price, less prorations, costs and expenses properly chargeable to Seller hereunder; and
(d) Issuance of the Title Policy to Purchaser in strict accordance with the provisions of this Agreement or the irrevocable commitment of Title Insurer to so issue the Title Policy.
Occurrence of Closing. The Closing shall have occurred.
Occurrence of Closing. Seller may at its sole option terminate --------------------- this Agreement if the Closing shall not have occurred on or prior to September 1, 1996 provided, however, that neither Purchaser nor Seller shall be relieved -------- ------- of any obligation to the other which arises prior to such termination and further provided, that if the Closing shall not have occurred on or prior to ------- -------- September 1, 1996 due to the failure of Seller to fulfill the conditions contained in Article VI (other than Sections 6.06, 6.08 or 6.09), Seller may not terminate this Agreement without the consent of Purchaser.
Occurrence of Closing. Seller shall deposit with Escrowee the Limited Warranty Deed, and Seller and Purchaser shall deposit jointly with Escrowee counterpart executed copies of the Assignment and Assumption of Ground Leases, and any documentation to be filed with any governmental office (the "Filing Documents"), accompanied by joint filing instructions setting forth the order of recording. The Closing shall be deemed to have occurred upon the completion of the following:
(a) Delivery of the Filing Documents to Escrowee.
(b) Delivery of the other Seller Closing Documents to Purchaser and of the other Purchaser Closing Documents to Seller; or the written acknowledgment of Escrowee that it holds all such documents and the unconditional and irrevocable written commitment of Escrowee to effect such delivery on the Closing Date.
(c) Seller's receipt of the full Purchase Price, less prorations, costs and expenses properly chargeable to Seller hereunder.
(d) Issuance of the Title Policy to Purchaser in strict accordance with the provisions of this Agreement or the irrevocable commitment of Title Insurer to so issue the Title Policy.
Occurrence of Closing. Closing shall have occurred if and when all of the Closing Actions set forth in § 8(2) above have been executed or such execution has been waived by the Seller and the Purchaser and only if and when the transfer of (i) Shares in Companies accounting for at least 97 percent of the global sales 2016 of the Wirtgen Business and (ii) the Sold Assets has occurred with legal (in rem) effect. In case Shares in Companies accounting for no more than 3 percent of the global sales 2016 of the Wirtgen Business (the “Specified Shares”) are not validly transferred as of the Closing Date, the occurrence of Closing shall not be affected and § 4(2)b) above shall apply in relation to the Specified Shares. For the avoidance of doubt, the pending registration of the assignment of the KG Interest by way of special succession in the competent commercial register (in spite of the respective application having been duly filed) shall not impact or delay the occurrence of the Closing pursuant to this Agreement.
Occurrence of Closing. The occurrence of the Closing shall constitute conclusive evidence that the conditions set forth in Section 5.1 and Section 5.2 have been satisfied or waived.
Occurrence of Closing. The Closing shall have occurred with respect to the Share Exchange in accordance with the provisions hereof.