Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Sellers’ representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and the Seller Closing Certificates delivered pursuant to Section 12 hereof shall not disclose any material qualifications or material changes in Sellers’ representations and warranties set forth in Section 15 hereof; (ii) Sellers shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall, upon payment of the Purchase Price (net of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance by Buyer of all of its obligations under this Agreement, be unconditionally committed to issue the Title Policies at Closing; (v) Sellers shall have delivered all other documents and other deliveries listed in Section 12 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender shall have approved the transfer of the Property and the Loan Assumption; (ix) as of the Closing Date, the terms of Lender’s approval of the transfer of the Property and the terms of Lender’s approval of the Loan Assumption shall not have materially changed from the time such approval was originally granted or such changes shall have been accepted by Buyer; and (x) at Closing, Sellers shall assign to Buyer all of Sellers’ right to all escrow balances or reserves, if any, maintained in connection with the Loan and Buyer shall pay Sellers the amount of the escrow balances or reserves so assigned, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition set forth in this Agreement but not set forth in this Section 11(b), then Buyer shall have the right to terminate this Agreement by written notice to Sellers delivered on or before the Closing Date, in which event the Deposit shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Sellers under any other provision of this Agreement, in which case the terms of Section 14(b) shall also apply.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Sellers’ Seller’s representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and the Seller Seller’s Closing Certificates Certificate delivered pursuant to Section 12 9 hereof shall not disclose any material qualifications or material changes in Sellers’ Seller’s representations and warranties set forth in Section 15 12 hereof; (ii) Sellers Seller shall have performed in all material respects all of its covenants hereunder, which conclusively shall be deemed to have occurred unless Buyer shall have delivered a written notice of default to Seller; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall, upon payment of the Purchase Price (net of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance by Buyer of all of its obligations under this Agreement, be shall have unconditionally committed during the Contingency Period to issue the Title Policies at ClosingPolicy together with such endorsements as required by Buyer in form and substance satisfactory to Buyer, in its sole discretion; (v) Sellers Seller shall have delivered estoppel certificates substantially in the form attached hereto as Exhibit C, or in the form required by each Lease (the “Tenant Estoppel”), executed by each tenant under each of the Leases with respect to the status of such Lease, rent payments, tenant improvements, lease defaults and other matters relating to such Lease, and disclosing no defaults, disputes or other matters objectionable to Buyer in its sole and absolute discretion; and (vi) Seller shall have delivered all other documents and other deliveries listed in Section 12 9 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender shall have approved the transfer of the Property and the Loan Assumption; (ix) as of the Closing Date, the terms of Lender’s approval of the transfer of the Property and the terms of Lender’s approval of the Loan Assumption shall not have materially changed from the time such approval was originally granted or such changes shall have been accepted by Buyer; and (x) at Closing, Sellers shall assign to Buyer all of Sellers’ right to all escrow balances or reserves, if any, maintained in connection with the Loan and Buyer shall pay Sellers the amount of the escrow balances or reserves so assigned, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition expressly set forth in this Agreement but not set forth in this Section 11(b8(b), then Buyer shall have the right to terminate this Agreement by written notice to Sellers Seller delivered on or before the Closing Date, in which event the Deposit less the Independent Contract Consideration shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Sellers Seller under any other provision of this Agreement, in which case the terms of Section 14(b11(b) shall also apply.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate close on the transactions contemplated hereby, that, as purchase of Lots under this Agreement is contingent upon satisfaction of all of the Closing Date, following conditions (in addition to the Conditions to Closing): (i) all Buyer shall be satisfied with the sufficiency of the Sellers’ representations and warranties hereunder notice of the sale described in Section 35.c hereof, which notice shall be true given prior to the sale, and correct in all material respects with respect shall provide, among other things, that the sale be subject to each Seller and the Seller Closing Certificates delivered pursuant to Section 12 hereof shall not disclose any material qualifications or material changes in Sellers’ representations and warranties set forth in Section 15 hereofSales Procedures (as hereinafter defined); (ii) Sellers the Bankruptcy Court shall have performed entered an order in all material respects all of its covenants hereunderform and substance acceptable to Buyer granting Seller’s motion to approve the Sales Procedures (the “Sale Procedures Order”), which order shall have been signed and entered on or before September 1, 2020; (iii) this Agreement the Bankruptcy Court shall have entered an order in form and substance acceptable to Buyer approving the sale of the Property to Buyer pursuant to Section 363 of the Bankruptcy Code free and clear of all liens and encumbrances other than the Permitted Exceptions (the “Sale Approval Order”), which order shall be signed and entered on or before November 1, 2020, and the Sale Approval Order shall be a final order that is not subject to appeal, or if an appeal of the Sale Approval Order is pending, the appeal shall not have terminated during stayed the Contingency Periodeffect of the Sale Approval Order, nor shall the Sale Approval Order be subject to stay, by an order of the Bankruptcy Court or any other court having jurisdiction to issue such stay (as applicable, a “Final Order”); and (iv) the Title Company shallLitigation Matters have been dismissed with prejudice, upon payment and there are no settlement terms or other terms of any such dismissal that will materially and adversely affect Seller’s ability to convey title to the Lots to Buyer in accordance with the terms and conditions hereof; provided, however, that (A) the foregoing condition shall be deemed satisfied notwithstanding the filing or pendency of any appeals by opposing parties in any one or more of the Purchase Price (net Litigation Matters, so long as such pending appeals do not have a materially adverse effect on Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance which shall be made by Buyer of all of in its obligations under this Agreement, be unconditionally committed to issue the Title Policies at Closingreasonably exercised discretion; (v) Sellers shall have delivered all other documents and other deliveries listed in Section 12 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender shall have approved the transfer of the Property and the Loan Assumption; (ix) as of the Closing Date, the terms of Lender’s approval of the transfer of the Property and the terms of Lender’s approval of the Loan Assumption shall not have materially changed from the time such approval was originally granted or such changes shall have been accepted by Buyer; and (x) at Closing, Sellers shall assign to Buyer all of Sellers’ right to all escrow balances or reserves, if any, maintained in connection with the Loan and Buyer shall pay Sellers the amount of the escrow balances or reserves so assigned, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition set forth in this Agreement but not set forth in this Section 11(b), then Buyer shall have the right to terminate this Agreement by written notice to Sellers delivered on or before the Closing Date, in which event the Deposit shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Sellers under any other provision of this Agreement, in which case the terms of Section 14(b) shall also apply.and
Appears in 1 contract
Samples: Lot Purchase Agreement
Additional Conditions to Closing. It is a condition to Buyer’s obligation 's obligations to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Sellers’ Seller's representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and the Seller Closing Certificates closing certificate delivered pursuant to Section 12 SECTION 8.A.(VI) hereof shall not disclose any material qualifications or material changes in Sellers’ Seller's representations and warranties set forth in Section 15 SECTION 11 hereof, which, in Buyer's sole discretion, would have a material adverse effect on the use, operation, value, marketability or financeability of the Property by Buyer; (ii) Sellers Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement no moratorium, statute, order, regulation, ordinance or judgment of any court or governmental agency shall not have terminated during been enacted, adopted, issued or initiated that would materially and adversely affect the Contingency PeriodProperty; (iv) the Property shall be delivered to Buyer at Closing free and clear of any occupants or rights to possession other than the rights of Seller under the Closing Lease; (v) all Contingencies shall have been satisfied or waived in accordance with SECTION 3 hereof; (vi) the Title Company shall, upon payment of the Purchase Price (net of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance by Buyer of all of its obligations under this Agreement, shall be unconditionally committed to issue the Title Policies at ClosingPolicy upon the recordation of the Deed; (vvii) Sellers Seller shall have delivered all other documents and other deliveries listed in Section 12 SECTION 8.A. hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender there shall not have approved occurred a material adverse change in Seller's financial condition or in its ability to perform its obligations under the transfer of the Property and the Loan AssumptionClosing Lease; (ix) as of the Closing Date, the terms of Lender’s approval of the transfer of the Property and the terms of Lender’s approval of the Loan Assumption there shall not have materially changed from occurred a material adverse change in Guarantor's financial condition or its ability to perform its obligations under the time such approval was originally granted or such changes shall have been accepted by BuyerGuaranty; and (x) at Closing, Sellers all other conditions to Buyer's obligations to proceed to Closing which are set forth in this Agreement shall assign to Buyer all of Sellers’ right to all escrow balances have been satisfied or reserves, if any, maintained waived in connection with writing in the Loan and Buyer shall pay Sellers the amount of the escrow balances or reserves so assigned, subject to written confirmation from Lender of its consent to such assignmentmanner herein provided. If any condition to Buyer’s 's obligations hereunder is not fulfilled, including any condition set forth in this Agreement but not set forth in this Section 11(b)SUBSECTION 7.B., then Buyer shall have no obligation to proceed to Closing or to consummate the right to terminate this Agreement by written notice to Sellers delivered on or before the Closing Date, transactions contemplated hereby. Nothing in which event the Deposit shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force restrict Buyer's rights and effect, unless such remedies in the event that the failure of condition any of the foregoing conditions to be satisfied also constitutes a default on the part of Sellers under any other provision of this Agreement, in which case the terms of Section 14(b) shall also applyby Seller hereunder.
Appears in 1 contract
Additional Conditions to Closing. It is a condition to Buyer’s obligation to proceed to Closing and to consummate the transactions contemplated hereby, that, as of the Closing Date, (i) all of the Sellers’ Seller’s representations and warranties hereunder shall be true and correct in all material respects with respect to each Seller and the Seller Seller’s Closing Certificates Certificate delivered pursuant to Section 12 9 hereof shall not disclose any material qualifications or material changes in Sellers’ Seller’s representations and warranties set forth in Section 15 12 hereof; (ii) Sellers Seller shall have performed in all material respects all of its covenants hereunder; (iii) this Agreement shall not have terminated during the Contingency Period; (iv) the Title Company shall, upon payment of the Purchase Price (net of the outstanding principal balance of the Loan and net of all prorations and other adjustments provided for in this Agreement) and performance by Buyer of all of its obligations under this Agreement, shall be unconditionally committed to issue the Title Policies Policy at Closing; (v) Sellers Seller shall have delivered all other documents and other deliveries listed in Section 12 9 hereof; (vi) the Lender shall have executed and delivered to Escrow Holder the Loan Assumption Documents; and (vii) all third party agreements, consents and approvals necessary to effect assignment and assumption of the Bond Lease Documents shall have been obtained; (viii) Lender shall have approved the transfer of the Property and the Loan Assumption; (ix) as of the Closing Date, the terms of Lender’s approval of the transfer of the Property and the terms of Lender’s approval of consent to the Loan Assumption shall not have materially changed from the time such approval was originally granted or such changes shall have been accepted obtained and, without limiting any of Buyer’s rights under this Agreement, the foregoing consent shall meet the following requirements: (1) the same shall be on terms and with documentation that is reasonable in the context of a CMBS assumption; (2) the same shall permit Buyer to assume the Loan without material adverse modification in or addition to any of the economic terms of, or the exposure of liability to Buyer or any guarantor of the entity that takes title to the Property in connection with, the Loan Documents (it being understood that any change in rate, term, extension options, prepayment, amortization, cash management or sweeps or reserves, or expansion of non-recourse carve-outs loans, or any liability or recourse to any person or entity other than the entity that takes title to the Property, shall be deemed to be a material adverse change) or, in the event of such modification, the express, prior approval of such modification by BuyerBuyer in its sole and absolute discretion; (3) in no event shall Buyer or any Buyer affiliated guarantor have any personal liability for any event occurring before Closing; and (x4) reasonable modifications are made to the transfer provisions to allow certain reasonable requested direct and indirect limited liability company interests (or other equity interests if applicable) of Buyer to be subsequently transferred without notice to or consent by Lender; and (vii) at Closing, Sellers Seller shall assign to Buyer all of Sellers’ Seller’s right to all escrow balances or reserves, if any, maintained in connection with the Loan and Seller shall receive a credit from Buyer shall pay Sellers in the amount of the such escrow balances or reserves so assignedreserves, subject to written confirmation from Lender of its consent to such assignment. If any condition to Buyer’s obligations hereunder is not fulfilled, including any condition set forth in this Agreement but not set forth in this Section 11(b8(b), then Buyer shall have the right to terminate this Agreement by written notice to Sellers Seller delivered on or before the Closing Date, in which event the Deposit shall be returned to Buyer, all obligations of the parties hereto shall thereupon cease (except for those which survive the early termination of this Agreement as expressly provided herein) and this Agreement shall thereafter be of no further force and effect, unless such failure of condition constitutes a default on the part of Sellers Seller under any other provision of this Agreement, in which case the terms of Section 14(b11(b) shall also apply.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
