Common use of BUYER’S CONDITIONS PRECEDENT TO CLOSING Clause in Contracts

BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion by Buyer of the transactions contemplated by this Agreement is subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which may be waived in writing by Buyer: (a) Buyer shall have determined in its sole discretion that the results of its due diligence review were satisfactory. (b) Seller shall have delivered a Certificate of the Secretary of each Seller, dated the Closing Date, certifying as to the organizational documents of such Seller, the resolutions of the Board of Directors / Management Committee and, if necessary, the shareholders / members of such Seller approving the execution, delivery and performance of this Agreement and the Seller Related Documents, and the incumbency of the officers of such Seller executing any of this Agreement or the Seller Related Documents. (i) The representations and warranties of Seller contained in this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Seller shall have performed and complied with all covenants of this Agreement and in any Seller Related Document to be performed or complied with by Seller at or prior to the Closing Date; (iii) Seller shall have procured (and delivered copies to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents), including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the Businesses, dated the Closing Date, to the foregoing effect. (d) Seller shall have executed and delivered a xxxx of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counsel. (e) Buyer shall have received certificates of good standing, dated not more than fifteen (15) days prior to the Closing Date, with respect to Seller issued by the appropriate authority of the States of Nevada. (f) Seller shall execute and deliver or shall cause to be executed and delivered all such other documents and instruments necessary to consummate the transactions contemplated herein as reasonably required by Buyer and its counsel.

BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion by Buyer of the transactions contemplated by this Agreement is subject to the fulfillment prior to or at the Closing of each of the following conditions, any of which may be waived in writing by Buyer: (a) Buyer shall have determined in its sole discretion that the results of its due diligence review were satisfactory. (b) Seller shall have delivered a Certificate of the Secretary of each Seller, dated the Closing Date, certifying as to the organizational documents of such Seller, the resolutions of the Board of Directors / Management Committee and, if necessary, the shareholders / members of such Seller approving the execution, delivery and performance of this Agreement and the Seller Related DocumentsAgreement, and the incumbency of the officers of such Seller executing any of this Agreement or other documents or instruments needed and required to effectuate the Seller Related Documentstransactions contemplated by this Agreement. (i) The representations and warranties of Seller contained in this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document other documents relating to the transaction contemplated by this Agreement, shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Seller shall have performed and complied with all covenants of this Agreement and in any Seller Related Document other documents relating to the transaction contemplated by this Agreement to be performed or complied with by Seller at or prior to the Closing Date; (iii) Seller shall have procured (and delivered copies to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents)parties, including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the BusinessesBusiness, dated the Closing Date, to the foregoing effect. (d) Seller shall have executed and delivered a xxxx of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counsel. (e) Buyer shall have received certificates of good standing, dated not more than fifteen (15) days prior to the Closing Date, with respect to Seller issued by the appropriate authority of the States of Nevada. (f) Seller shall execute and deliver or shall cause to be executed and delivered all such other documents and instruments necessary to consummate the transactions contemplated herein as reasonably required by Buyer and its counsel.

BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion In addition to a complete and satisfactory due diligence investigation by Buyer, as described in Section 4.1 above, the obligations of Buyer of to complete the transactions contemplated by this Agreement is subject to the fulfillment prior to or at the Closing of each of are conditioned upon the following conditionsconditions precedent (collectively, any the “Conditions Precedent”). The Conditions Precedent are intended solely for the benefit of which Buyer and may only be waived by Buyer in writing by Buyer:writing. (a) On or before April 30, 2021, Buyer shall have determined in its sole discretion that received an award from the results California Debt Limit Allocation Committee for an allocation of its due diligence review were satisfactorycompetitive tax-exempt private activity bonds (the “Tax Exempt Bonds”), and, on or before June 1, 2021, an award from the California Tax Credit Allocation Committee for an award of 4% low income housing state and federal tax credits (the “Tax Credits”) on terms Buyer determines to be satisfactory to finance the transactions contemplated by this Agreement. (b) Seller On or before January 31, 2021, the Property shall have delivered obtained approval from the local jurisdiction to be rezoned from “R1” to “R3”, enabling the construction of a Certificate of multifamily residential housing development thereon (the Secretary of each Seller, dated the Closing Date, certifying as to the organizational documents of such Seller, the resolutions of the Board of Directors / Management Committee and, if necessary, the shareholders / members of such Seller approving the execution, delivery and performance of this Agreement and the Seller Related Documents, and the incumbency of the officers of such Seller executing any of this Agreement or the Seller Related Documents“Re-Zoning”) for at least 65 units. (ic) The All of Seller’s representations and warranties of Seller contained in or made pursuant to this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document shall have been be materially true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Seller shall have performed and complied with all covenants of this Agreement and in any Seller Related Document to be performed or complied with by Seller at or prior to the Closing Date; (iii) Seller shall have procured (and delivered copies to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents), including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the Businesses, dated the Closing Date, to the foregoing effectClosing. (d) Seller As of the Closing, the physical condition of the Property shall have executed be substantially the same on Closing as on the Effective Date, reasonable wear and delivered a xxxx tear and loss by casualty (subject to the provisions of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counselArticle 7 below) excepted. (e) Buyer As of the Closing, Seller shall have received certificates complied with all of good standing, dated not more than fifteen (15) days prior to the Closing Date, with respect to Seller issued by the appropriate authority of the States of NevadaSeller’s duties and obligations contained in this Agreement. (f) As of the Closing, Buyer shall have received a title insurance commitment satisfactory to Buyer in which the title insurer agrees to issue a title insurance policy in the face amount of the Purchase Price (with standard coverage if Buyer does not obtain a survey, with ALTA Extended Coverage if Buyer does obtain a survey) and such endorsements as Buyer may reasonably require. (g) As of the Closing, notwithstanding any other provision contained herein, all indebtedness, mortgages, liens or monetary encumbrances related to the Property shall have been removed. (h) In the event any of the Conditions Precedent of this Agreement are not satisfied or cannot be satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement by written notice to Seller and this Agreement shall execute wholly cease and deliver or terminate, the Deposit shall cause be returned to be executed and delivered all such other documents and instruments necessary to consummate the transactions contemplated herein as reasonably required by Buyer and its counselno party to this Agreement shall have any further claim against, or obligation to, any other party to this Agreement except for any provisions herein that recite that they survive such termination.

BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion by obligations of Buyer of the transactions contemplated by pursuant to this Agreement is shall, at the option of Buyer, be subject to the fulfillment prior following conditions precedent: 9.1 Subject to or at the Closing of each provisions of the following conditionslast paragraph of Paragraph 7.1 of this Agreement, any of which may be waived in writing by Buyer: (a) Buyer shall have determined in its sole discretion that the results of its due diligence review were satisfactory. (b) Seller shall have delivered a Certificate all of the Secretary of each Sellerrepresentations, dated the Closing Date, certifying as to the organizational documents of such Seller, the resolutions of the Board of Directors / Management Committee and, if necessary, the shareholders / members of such Seller approving the execution, delivery warranties and performance of this Agreement and the Seller Related Documents, and the incumbency of the officers of such Seller executing any of this Agreement or the Seller Related Documents. (i) The representations and warranties agreements of Seller contained set forth in this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document shall have been be true and correct in all material respects as of the date hereof and as of Closing. Seller shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller’s part as required by the terms of this Agreement. 9.2 Title Company shall be true irrevocably and correct in unconditionally committed to issuing the Title Policy, and there shall not exist any exception, encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing. 9.3 The management agreement and leasing agreement affecting the Property shall be terminated by Seller and any and all respects termination fees incurred as a result thereof shall be the sole obligation of Seller. 9.4 Seller shall have obtained and delivered to Buyer estoppel certificates certified to Buyer, from tenants representing eighty percent (80%) of the square feet which are leased by tenants as of the Closing Date; Effective Date and including all full floor tenants. Each estoppel certificate shall be substantially in the form attached hereto as Exhibit D (ii) Seller shall have performed and complied with all covenants of this Agreement and in any Seller Related Document to be performed or complied with by Seller at or prior to the Closing Date; (iii) Seller shall have procured (and delivered copies to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents), including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the Businesses, dated the Closing Date, to the foregoing effect. (d) Seller shall have executed and delivered a xxxx of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counsel. (e) Buyer shall have received certificates of good standing, dated not more than fifteen (15) days prior to the Closing Dateor, with respect to any tenant, such other form as may be provided for in such tenant’s Lease and with respect to any federal government tenant on the form customarily provided by such federal government tenant. In addition, Seller issued by the appropriate authority shall have obtained and delivered to Buyer estoppel certificates, in form and content reasonably acceptable to Buyer from all of the States parties to the Reciprocal Easement Agreement; provided, however, that (i) such estoppel certificates shall not be sent out for execution prior the date which is sixty (60) days after the Effective Date, and (ii) if XXX Xxxx Beach LLC delivers an executed estoppel certificate in favor of NevadaBuyer which is in form and content identical to the estoppel which it executed on July 14, 2005, Buyer shall accept the same. Estoppel certificates shall be deemed to satisfy this condition precedent unless Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its disapproval and the basis of such disapproval, if disapproved. Buyer shall only have the right to disapprove an estoppel certificate if the estoppel certificate discloses a matter which is not acceptable to Buyer in the exercise of its reasonable discretion. If Buyer disapproves of an estoppel certificate for reasons permitted under the terms of this Paragraph 9.4, such estoppel certificate shall not be counted for purposes of satisfying the condition precedent described in the first sentence of this Paragraph 9. (f) Seller shall execute and deliver or shall cause to be executed and delivered all such other documents and instruments necessary to consummate the transactions contemplated herein as reasonably required by Buyer and its counsel.

BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion by Buyer of Buyer's obligation to purchase the transactions contemplated by Acquired Assets pursuant to this Agreement is shall be subject to the fulfillment prior to or at the Closing of each unconditional completion of the following conditions(collectively, any the "Conditions Precedent"); 3.1 Seller obtaining a memorandum of which may be waived understanding and/or estoppel letter(s), in writing form and content acceptable to Buyer, by and among Seller, Buyer: , the City and Master Tenant containing, among other things, the following provisions: (ai) Buyer shall have determined in its sole discretion that all required approvals by the results of its due diligence review were satisfactory. (b) Seller shall have delivered a Certificate City, the Trustees of the Secretary Internal Improvement Fund ("TIIF") and any applicable governmental authority to the Assignment of each Sellerthe Master Lease Documents to Buyer; (ii) conceptual approval by the City and any applicable governmental authority of the proposed conversion of a portion of the Restaurant Space into office space and the expansion of a portion of Restaurant Space to include a second floor outdoor eating area and bar (such conceptual approval does not include formal site plan approval and/or the issuance of building permits), dated (iii) certification by the City, TIIF and any applicable governmental authority that all obligations of the Master Tenant under the Master Lease have been met as of the Closing Date, certifying and that no additional liabilities under the Master Lease that accrued before the Closing Date shall be the obligation of Buyer; (iv) certification by the Master Tenant and any other applicable person or entity that all obligations of Master Subtenant and Bayshore under the Master Sublease have been met as to the organizational documents of such Seller, the resolutions of the Board Closing Date, and that no additional liabilities under the Master Sublease that accrued before the Closing Date shall be the obligation of Directors / Management Committee andBuyer; (v) confirmation from the City, if necessary, the shareholders / members of such Seller approving the execution, delivery and performance of this Agreement TIIF and the Seller Related DocumentsMaster Tenant that, and the incumbency as of the officers of such Seller executing Closing Date, no default exists under any of this Agreement the Master Lease Documents or with the passage of time or the Seller Related Documentsgiving of notice would constitute default thereunder; and (vi) a general consent by the City and any applicable governmental authority of the assignment of the other Acquired Assets to Buyer. 3.2 A certification by Buyer that the Personalty remains on, attached to or available for Buyer's use in connection with the continued operation of the Project as of the Closing Date. 3.3 Delivery of all of the Seller's Closing Documents (defined below). 3.4 The City, TIIF and any applicable governmental authority shall have: (i) executed and delivered the City Submerged Land Lease and any necessary amendments thereto to provide for a term of no less than 10 years, the legal description of the City Submerged Land Lease shall, at a minimum, describe the land upon which the current docks are located and (ii) the Buyer shall have the express right to use the submerged land demised under the City Submerged Land Lease and any deed or other restriction preventing the same shall have been waived. The Tenant Submerged Land Lease shall have been assigned to Buyer and all necessary governmental consents and/or approvals shall have been obtained. 3.5 Buyer shall have received appropriate approvals from the applicable governmental authorities to transfer the Liquor License to Buyer. In the event Buyer fails to obtain such approvals but is confident that such approvals will be forthcoming, Buyer shall close provided that the applicable Seller agrees to enter into a concession agreement whereby the Seller holding the Liquor License sells liquor at the Project at no additional charge until such time as the Liquor License is transferred to Buyer. Buyer shall use diligent efforts to obtain such approvals prior to Closing. 3.6 All representations and warranties of Seller contained in this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Date in all material respects. 3.7 Seller shall have performed obtained from the "New Shareholders" as defined in that certain Second Amendment to Shareholders' Agreement of Monty's Holdings, Inc. ("Holdings") dated August 27, 2003 among Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxx X. Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxx Xxxxxxx, Xxxxxx Xxxxx, Hayment Sauma, Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxx and complied with Aradelyses Xxxxxx, a binding payoff letter which upon payment of such sums shall satisfy any and all covenants claims and/or disputes arising amongst any of this Agreement the shareholders of Holdings and/or Holdings, consent to the sale of the Acquired Assets to Buyer, release all claims of each New Shareholder, and provide a general release, substantially in any Seller Related Document to the form of the estoppel letter and general release attached hereto as Exhibit "F" ("Estoppel and Release"). The fully executed Estoppel and Release shall be performed or complied with obtained by Seller at or prior within 15 days after the Effective Date ("Estoppel and Release Delivery Date") and copies delivered to Buyer. The original executed Release(s) shall be held in escrow by Escrow Agent. At Closing the Escrow Agent shall pay the New Shareholders the amounts set forth in the Estoppel(s) from the Closing proceeds and deliver the Releases to the Closing Date; (iii) Seller shall have procured (and delivered copies to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents), including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the Businesses, dated the Closing Date, to the foregoing effectbeing released therein. (d) Seller shall have executed and delivered a xxxx of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counsel. (e) Buyer shall have received certificates of good standing, dated not more than fifteen (15) days prior to the Closing Date, with respect to Seller issued by the appropriate authority of the States of Nevada. (f) Seller shall execute and deliver or shall cause to be executed and delivered all such other documents and instruments necessary to consummate the transactions contemplated herein as reasonably required by Buyer and its counsel.

BUYER’S CONDITIONS PRECEDENT TO CLOSING. The completion by obligations of Buyer of the transactions contemplated by with regard to Closing under this Agreement is are subject to the fulfillment of each and all of the following conditions prior to or at the Closing of each of the following conditions, any of which may be waived in writing by BuyerClosing: (a) Buyer shall have determined in its sole discretion that the results of its due diligence review were satisfactory. (b) Seller shall have delivered a Certificate of the Secretary of each Seller, dated the Closing Date, certifying as to the organizational documents of such Seller, the resolutions of the Board of Directors / Management Committee and, if necessary, the shareholders / members of such Seller approving the execution, delivery and performance of this Agreement and the Seller Related Documents, and the incumbency of the officers of such Seller executing any of this Agreement or the Seller Related Documents. (i) The representations and warranties of Seller contained in this Agreement (including any Schedules and Exhibits hereto) and in any Seller Related Document shall have been true and correct in all respects as of the date hereof and shall be true and correct in all respects as of the Closing Date; (ii) Seller Sellers shall have performed and complied with all covenants of the agreements and conditions required in this Agreement and in any Seller Related Document to be performed or and complied with by Seller at or Sellers prior to Closing; Escrowholder may deem all such items to have been performed and complied with when Sellers have deposited all items in escrow as required hereunder; and (b) Buyer shall be in receipt of and approved a “marked-up, signed and dated” Proforma Title in the Closing Date; amount of the Purchase Price and showing title vested in Buyer subject only to the “Permitted Exceptions,” and otherwise complying with the requirements of the Section hereof entitled “Title.” (iiic) Seller shall have procured (and delivered copies All other conditions to Buyer of) all consents, approvals and waivers of third parties (including Required Contractual Consents), including Governmental Authorities, whether required contractually or by applicable Law or otherwise necessary for Buyer’s obligation to purchase the execution, delivery and performance of this Agreement by Seller, and all of such consents, approvals and waivers Property as set forth herein shall have been in full force and effect; and (iv) Seller shall have delivered a certificate of an executive officer of Seller with oversight responsibility for the Businesses, dated the Closing Date, to the foregoing effectsatisfied. (d) Seller Sellers are not in material default in any of their obligations under the terms of this Agreement and all the representations of Sellers contained herein shall have executed (excluding any exceptions disclosed by Sellers) be true and delivered a xxxx correct as of sale, general assignment and conveyance in form and substance reasonably satisfactory to Buyer and its counselthe Closing Date. (e) Buyer shall have received certificates of good standing, dated not more than fifteen (15) days prior to No material adverse change in the Closing Date, with respect to Seller issued by the appropriate authority condition of the States of NevadaProperty has occurred since the Acceptance Date. (f) Seller Buyer shall execute and deliver be in receipt of evidence satisfactory to Buyer that there exists no right or option for the tenant to purchase any interest in the Property now or at any time in the future, including, without limitation, a release of the Tenant Option to Purchase, the effectiveness of which release may be conditioned upon Closing hereunder. (g) Buyer shall cause be in receipt of evidence satisfactory to be executed and delivered all such other documents and instruments necessary Buyer that the Overlook Leasing Commission has been paid in full. If any one or more items listed above have not been satisfied, Buyer shall have the right, as its sole remedy, to consummate terminate this Agreement pursuant to the transactions contemplated herein as reasonably required by Buyer and its counselsection entitled “Non-Default Termination.”