Closing Properties definition
Examples of Closing Properties in a sentence
The Parties acknowledge and confirm that in all events there shall be no Initial Closing unless and until all conditions precedent to the Closing have, with respect to the Facilities that are not Delayed Closing Properties, been satisfied (or waived by the Party entitled to waive).
The final purchase price adjustments for the Delayed Closing Properties shall be made at the same time as the final purchase price adjustments for all other Assets and pursuant to Section 3.6.
The date of the Delayed Closing shall become the new Closing Date with respect to such Delayed Closing Properties).
Prior to the Delayed Closing Seller shall prepare a Preliminary Settlement Statement in accordance with Section 3.5. The Delayed Closing shall occur, to the extent applicable, in accordance with Section 10.3 and, at the Delayed Closing, Buyer shall pay Seller an amount equal to the amount by which the Purchase Price was reduced on account of the holding back of such retained Delayed Closing Properties (as adjusted pursuant to Sections 3.3 and 3.4 through the new Closing Date therefor).
After such Initial Closing, the Parties shall cooperate to provide for the consummation of the transactions contemplated by this Agreement with respect to any Delayed Closing Properties as and when the applicable closing conditions applicable thereto have been satisfied or waived.
The day on which the Closing occurs is referred to herein as (i) the "Initial Closing Date" with respect to the Initial Closing Properties and (ii) the "Deferred Closing Date" with respect to each of the Deferred Properties (the Initial Closing Date and the Deferred Closing Date, collectively, the "Closing Date", as applicable).
The Purchase Price for the First Closing Properties shall be equal to the difference between the Purchase Price and the Allocated Purchase Price for the Wilmington Property as set forth on Exhibit D to the Purchase Agreement.
The Parties agree that neither Party shall have any right of rescission with respect to the First Closing Properties from and after the First Closing and that the First Closing shall in no way relieve the Parties of their obligations with respect to the Second Closing, notwithstanding anything to the contrary provided in the Purchase Agreement, including, without limitation, in Section 17.22 thereof.
At Closing, accounts payable, rents (to the extent prepaid), all real and personal property taxes, water rents, sewer charges, electric and other utility charges, fuel if any, operating expenses, wages, any special assessments, if any, and other similar charges affecting the Merger Closing Properties and all utility charges, if any, shall be adjusted and prorated as of midnight of the day prior to the Closing Date (the “Closing Adjustment Time”).
All rents relating to the Merger Closing Properties received by Acquiror after the Closing Adjustment Time shall be applied first to current and then delinquent rent in the inverse order of maturity.