The Closing Process Clause Samples

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The Closing Process. Closing shall occur through escrow and accordingly, at or prior to the Closing Date, Buyer and Seller shall deposit in escrow with Escrow Agent all documents and monies necessary to close this transaction as herein provided. Time is of the essence of this Agreement. Closing shall occur in accordance with the procedures and instructions given by Seller and Buyer to the Escrow Agent prior to Closing.
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The Closing Process. The Closing Process. Closing shall occur through escrow and accordingly, at or prior to the Closing, Purchaser and Sellers shall deposit in escrow with Chicago Title Insurance Company (the "Title Company") all documents and monies necessary to close this transaction as herein provided. Time is of the essence of this Agreement. Closing shall occur in accordance with the procedures and instructions given by Sellers and Purchaser to the Title Company prior to Closing.
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The Closing Process. Closing shall occur through escrow and accordingly, at Closing, Purchaser and the Alterra Entities, as applicable, shall deposit with Title Company (as defined in Paragraph 6(d)), which shall serve as escrow agent (the "Escrow Agent"), all documents and monies necessary to close the Transaction as herein provided. Closing of escrow shall also mean and include the recording of the Deeds (as defined in Paragraph 4(c)(i)) in the counties where the Properties are located. Closing shall occur in accordance with the procedures and instructions given by the Alterra Entities and Purchaser to the Escrow Agent prior to Closing.
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The Closing Process. The Closing shall occur through escrow and accordingly, at or prior to the Closing Date, the Parties shall deposit in escrow with First American Title Insurance Company (the “Title Company”) (NCS office, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇) all documents and monies necessary to close this transaction as herein provided. Time is of the essence of this Agreement. Closing shall occur in accordance with the procedures and instructions given by the Parties to the Title Company prior to Closing.
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Related to The Closing Process

  • Closing Procedure The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

  • Bidding Process 3.1. Bidding shall generally commence based on the sequence of the lot being shown on the PAH Website. However the Auctioneer has the right to vary the sequence without having to give prior notice to the intended bidders. 3.2. It shall be the responsibilities of the E-bidders to login through PAH website to wait for the turn to bid for the property lot in which they intend to bid. 3.3. The Auctioneer has the discretion to set a new reserve price in the event that there is more than one (1) registered bidder. 3.4. The amount of incremental bid will appear on the website prior to the commencement of the auction. 3.5. Registered online Bidders shall start bidding online by pressing the BID Button using their own gadgets with internet connection. If your bid is the highest, it will be denoted by a Green Coloured Box otherwise it will be a Red Coloured Box The highest bid shall flash 10 seconds (subject to change) interval for four (4) times " Calling Once, Calling Twice, Last Call and Sold". E-bidders may submit their bid at any of these stages of biddings by pressing the BID button. The successful bidder's bid will be denoted by a green coloured screen. The highest bidder shall be declared as the successful purchaser upon the fall of the hammer. 3.6. In the event that there is no bid after forty(40) seconds from the time of commencement of the auction, the auction shall be aborted. 3.7. Any bid once entered by the registered online E-bidders shall be binding and the bid shall not be withdrawn or retracted in any manner whatsoever after the fall of the hammer. 3.8. Both the successful and unsuccessful bidders will be notified by the Auctioneer through the website and also via E-mail where further directions are given in order to conclude the sale of the auction property. 3.9. In the event of any dispute, the decision of the Auctioneer shall be final and binding on all bidders. 3.10. Unsuccessful E-bidders shall have the deposit refunded to the same bank account from which the deposit transfer was made within two (2) working days from the date of auction. 3.11. The information shown and/or prompted on the screen handled by the PAH website in regards to the auction in particular the increment of the bidding price during the bidding process and the declaration of the successful bidder shall be final and conclusive.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

  • Offering Process In connection with the Offering, each of the Co-Managers will: a. Familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliates; b. Review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) in connection with the offering of the Securities; and c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the Co-Managers is satisfied with the results of its due diligence of Client, each Co-Manager Adviser will then be authorized to: a. Identify and contact possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering; b. Engage in conversations with potential investors that express an interest in learning more about the Offering (and similar transactions) via the Masterworks Platform and were directed to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate of the Client; c. Use the Offering Circular (and any other Offering Materials approved by the Client and such Co-Manager) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor; d. Attend meetings with Client and potential investors, and assist the Client in responding to due diligence requests from potential investors; e. Ensure to its satisfaction that Anti-Money Laundering (“AML”) procedures are implemented for all potential investors in the Offering; f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and g. Generally assist the Client in its sale of securities to those potential investors accepted by Client in the Offering.

  • The Closings The Closings shall take place as follows: (a) The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on September 23, 2013, or such other date or location as Buyer and Seller may mutually determine (the “Initial Closing Date”), in each case, so long as all of the conditions to the obligations of the Parties to consummate the Initial Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Initial Closing itself or which, by their nature, cannot be satisfied until the Initial Closing, but subject to the satisfaction of such conditions at the Initial Closing). At the Initial Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests of those Companies that own or have the right to use (or that own Purchased Subsidiaries which own or have the right to use) (i) any Unencumbered Property or (ii) any Encumbered Property in respect of which, in the case of this clause (ii), all Required Lender Consents and Required Tenant Waivers have been obtained, and all JV Redemptions have been effected, as of the Initial Closing Date. Notwithstanding anything in the foregoing to the contrary, in the event that any Company or any Purchased Subsidiary to be transferred to Buyer at the Initial Closing owns or has the right to use (or owns one or more Purchased Subsidiaries that collectively own or have the right to use) both (A) Unencumbered Property and (B) any Encumbered Property that will not be transferred to Buyer at the Initial Closing pursuant to the foregoing clause (ii), the Parties shall take such actions as are reasonably necessary prior to the Initial Closing to (1) cause such Company or Purchased Subsidiary to transfer the applicable Encumbered Property to another Company or Purchased Subsidiary, which other Company or Purchased Subsidiary will be transferred to Buyer at the Second Closing or the Third Closing or (2) amend this Agreement to provide for additional sellers hereto, such that any such Company or Purchased Subsidiary may transfer applicable Subsidiary Equity Interests to Buyer directly. The Initial Closing shall be deemed to have been consummated at 12:01 a.m. on the Initial Closing Date. Neither Party will need to be present at the Initial Closing, it being anticipated that the Parties will deliver the Initial Closing documents and deliverables in escrow to the Deposit Escrow Agent prior to the Initial Closing Date. (b) The second closing of the transactions contemplated by this Agreement (the “Second Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on December 6, 2013, which date may be extended for up to 45 days by Seller in its sole discretion, by providing written notice to Buyer of such extension at least five (5) Business Days prior thereto, or otherwise such other date or location as Buyer and Seller may mutually determine (the “Second Closing Date”), in each case, so long as all of the conditions to the obligations of the Parties to consummate the Second Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Second Closing itself or which, by their nature, cannot be satisfied until the Second Closing, but subject to the satisfaction of such conditions at the Second Closing). At the Second Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests of those Companies that own or have the right to use (or that own Purchased Subsidiaries which own or have the right to use) any Encumbered Property which was not transferred to Buyer in connection with the Initial Closing and in respect of which, all Required Lender Consents and Required Tenant Waivers have been obtained, and all JV Redemptions have been effected, as of the Second Closing Date. Notwithstanding anything in the foregoing to the contrary, in the event that any Company or any Purchased Subsidiary to be transferred to Buyer at the Second Closing owns or has the right to use (or owns one or more Purchased Subsidiaries that collectively own or have the right to use) any Encumbered Property that will not be transferred to Buyer at the Second Closing pursuant to the immediately preceding sentence, the Parties shall take such actions as are reasonably necessary prior to the Second Closing to (i) cause such Company or Purchased Subsidiary to transfer the applicable Encumbered Property to another Company or Purchased Subsidiary, which other Company or Purchased Subsidiary will be transferred to Buyer at the Third Closing or (ii) amend this Agreement to provide for additional sellers hereto, such that any such Company or Purchased Subsidiary may transfer applicable Subsidiary Equity Interests to Buyer directly. The Second Closing shall be deemed to have been consummated at 12:01 a.m. on the Second Closing Date. Neither Party will need to be present at the Second Closing, it being anticipated that the Parties will deliver the Second Closing documents and deliverables in escrow to the Deposit Escrow Agent prior to the Second Closing Date. (c) Subject to Section 2.5(d), the third closing of the transactions contemplated by this Agreement (the “Third Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Third Closing as set forth in Article VII (other than conditions with respect to actions the Parties shall take at the Third Closing itself or which, by their nature, cannot be satisfied until the Third Closing, but subject to the satisfaction of such conditions at the Third Closing) or such other date or location as Buyer and Seller may mutually determine (the “Third Closing Date”). At the Third Closing, Seller shall, subject to Section 2.5(d), sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests that were not sold, assigned transferred and conveyed to Buyer at the Initial Closing or the Second Closing. The Third Closing shall be deemed to have been consummated at 12:01 a.m. on the Third Closing Date. Neither Party will need to be present at the Third Closing, it being anticipated that the Parties will deliver the Third Closing documents and deliverables in escrow to the Deposit Escrow Agent prior to the Third Closing Date. (d) In the event that all of the conditions to the Third Closing set forth in Article VII have been satisfied or waived as of the Outside Date, other than any of the Lender Condition, the Tenant Condition and/or the JV Condition as a result of the failure to obtain any Required Lender Consent or Required Tenant Waiver or the failure to effect any JV Redemption, respectively, then the Parties shall cause the Third Closing to occur on the Outside Date but shall exclude from such Third Closing (i) any Lender Encumbered Property (or the Company or Purchased Subsidiary that owns or has the right to use such Lender Encumbered Property, so long as such Company or Purchased Subsidiary does not own or have the right to use any other Real Property) which is subject to any unobtained Required Lender Consent. (ii) any Tenant Encumbered Property (or the Company or Purchased Subsidiary that owns or has the right to use such Tenant Encumbered Property, so long as such Company or Purchased Subsidiary does not own or have the right to use any other Real Property) which is subject to any unobtained Required Tenant Waiver and (iii) any JV Encumbered Property (or the Company or Purchased Subsidiary that owns or has the right to use such JV Encumbered Property, so long as such Company or Purchased Subsidiary does not own or have the right to use any other Real Property) with respect to which a JV Redemption has not been effected (any of the Lender Encumbered Properties, Tenant Encumbered Properties or JV Encumbered Properties (or any of the Companies or Purchased Subsidiaries that owns or has the right to use any of the foregoing) which is excluded from the Third Closing pursuant to the foregoing clauses, (i), (ii) or (iii), together with any Real Property excluded from any Closing pursuant to Sections 2.9(c) or 2.11, a “Withheld Property”), in which event, (A) any such Withheld Property shall not be transferred to Buyer pursuant to this Agreement, (B) Buyer and Seller shall have no further rights or obligations under this Agreement relating to any such Withheld Property and (C) any such Withheld Property shall cease to be considered “Real Property”, a “Company” or a “Purchased Subsidiary” hereunder, as applicable. (e) The Parties hereby acknowledge that each Lender that provides a Lender Consent may do so upon such terms and conditions (including with respect to timing and schedule), as are agreed upon between the Parties and such Lender. Notwithstanding any difference between the provisions of this Agreement and the timing and scheduling terms and conditions of any Lender Consent, the Parties agree to cooperate with each other and to use Reasonable Efforts to cause the Closings to occur on the Closing Dates provided for in this Section 2.5 and otherwise as expeditiously as practicable. In the event that any Lender requires that a Closing with respect to the applicable Lender Encumbered Property take place on a date other than the Closing Dates provided for in this Section 2.5, the Parties will agree to hold a Closing on such date and all applicable provisions of this Agreement shall apply to such Closing mutatis mutandis. (f) The Parties hereby agree and acknowledge that the transactions contemplated by this Agreement are for the purchase and sale of the Companies and the Purchased Subsidiaries and that it is intended that such entities do not own or lease (directly or indirectly) any real property other than the Real Property and certain assets related thereto. If the Parties determine at any time prior to the applicable Closing that any Company or Purchased Subsidiary owns or has the right to use any asset or property (including any real property) other than the Real Property and assets related specifically to same (including any Defected Property that is intended to be excluded from this Agreement), the Parties shall take such actions as are necessary (including by amending, modifying or supplementing this Agreement, the annexes or exhibits hereto or the Disclosure Schedule, whether to provide for additional Sellers, Companies or Purchased Subsidiaries hereto, or otherwise) in order to provide that the Companies and Purchased Subsidiaries conveyed to Buyer at the Closings only own or have the right to use the Real Property that are to be transferred pursuant to this Agreement and are required to meet the obligations of such Company or Purchased Subsidiary as landlord under the applicable Property Lease and no other asset or property (including any real property). In addition, notwithstanding anything in this Agreement to the contrary (including anything in Section 6.1), but subject to the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), prior to the applicable Closing (it being agreed and understood that Buyer hereby consents to Seller taking the actions set forth in Section 2.5(f) of the Disclosure Schedule), Seller, the Companies and the Purchased Subsidiaries shall be expressly permitted to take such actions as are necessary and effect such internal restructurings as are necessary (including by distributing, dividending, assigning or otherwise transferring any assets, property (including real property), Persons or equity interests) in order to ensure that the only assets owned by the Companies and the Purchased Subsidiaries are the Real Property that are to be transferred pursuant to this Agreement and the Persons (or the equity interests in such Persons) that own or have the right to use such Real Property. (g) Notwithstanding anything in this Agreement to the contrary, (i) the term “Closing”, as it is used in this Agreement, shall refer to any of the Initial Closing, the Second Closing or the Third Closing, as applicable, and (ii) the term “Closing Date” shall refer to any of the Initial Closing Date, the Second Closing Date or the Third Closing Date, as applicable.