Buyer’s Contingencies. Buyer’s obligation to consummate Closing is contingent upon the satisfaction of the following conditions: (a) Conclusion of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 above; (b) Buyer has not terminated this Agreement pursuant to Section 2.4 above, and has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above; (c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives; (d) Conclusion and successful closing of Buyer Issuer’s IPO; (e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business; (f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement; (g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and (h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (MR2 Group, Inc.), Asset Purchase Agreement (MR2 Group, Inc.)
Buyer’s Contingencies. a. Buyer’s 's obligation to consummate Closing perform under this Agreement is contingent upon the satisfaction Buyer's written approval or written waiver of each of the following conditionscontingencies on or before the Approval Date:
(1) Buyer's investigation, review and approval (which approval shall be at the sole discretion of Buyer) of (i) the physical condition of the Property (including review of any existing plans and specifications relating to improvements and studies relating to the site); (ii) the environmental condition of the Property; (iii) the condition of the soils, sub-soils and groundwater of the Property; (iv) all zoning and land use matters relating to the Property or any other laws affecting the Property or its use; (v) the adequacy of ingress, egress and utilities; (vi) financing of the Property; (vii) the economic viability of the Property for Buyer's intended use; (viii) review and approval of the Sanitary Improvement District, which will, among other things, maintain the lake as described in subparagraph (4) below; (ix) verification of area of Property and (x) organizing documents for the Southport East Landowner's Association, Inc.
(2) Buyer obtaining and approving the status of title to the Property as shown in the Preliminary Report.
(a) Conclusion Buyer shall have ten (10) days after receipt of the Due Diligence Period with Buyer’s election Preliminary Report and all items referenced therein within which to proceed under Section 2.4 above;notify Seller in writing of any matters shown in the Preliminary Report of which Buyer disapproves (a "Disapproved Title Matter"). All matters not disapproved by Buyer in writing shall be deemed approved.
(b) In the event Buyer has not terminated this Agreement pursuant gives Seller timely notice of a Disapproved Title Matter, Seller shall give written notice to Section 2.4 above, and has received Buyer within Ten (10) days after receipt of Buyer's notice of Disapproved Title Matter stating whether Seller elects to cause the consent removal or modification of such Disapproved Title Matter in a manner acceptable to use the Seller’s 2016 and 2017 Audited Financial Statements described Buyer. Seller shall have a reasonable time within which to correct any such Disapproved Title Matter in Section 1.4(c) above;a manner acceptable to Buyer.
(c) Executive Employment Agreements acceptable If Seller elects not to remove any such Disapproved Title Matter or is unable to cure such Disapproved Title Matter within fourteen (14) days after notice of such Disapproved Title Matter from Buyer, Seller may give notice of such election or inability to Buyer, in which event, Buyer shall have two (2) days after notice of such election or inability is given within which to notify Seller in writing of Buyer's waiver of such Disapproved Title Matter and Buyer's election to acquire the Property subject to the Disapproved Title Matters. If Buyer fails to give such notice within said two (2) day period, this Agreement shall automatically terminate. In the event this Agreement terminates pursuant to the provisions of this paragraph 13.a.(2)(c) then Escrow Holder shall promptly remit to Buyer are duly executed and delivered to all sums theretofore deposited by Buyer by the Executives;less one-half any escrow cancellation charges.
(d3) Conclusion and successful closing of Buyer Issuer’s IPO;obtaining all governmental approvals necessary to construct the Building.
(e4) No administrative proceedings Buyer's approval of a survey of the Property.
b. If, on or litigation before 5:00 p.m. local time on the Approval Date, Buyer has not approved or waived in writing the conditions set forth in paragraph 13.a. above, this Agreement shall be pending terminate without any liability on the part of either party. In the event of such termination, the Deposit then on deposit, less one-half any title or threatened escrow charges which would adversely affect consummation of may have been incurred in connection with this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining returned to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this AgreementBuyer.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Paypal Inc)
Buyer’s Contingencies. Buyer’s BUYER’S obligation to consummate Closing perform under this Agreement is contingent upon the satisfaction of subject to the following conditions, at BUYER’S option:
(a) Conclusion Compliance with the provisions of X.X. x. 30B (the Due Diligence Period with Buyer’s election Uniform Procurement Act) for acquisition of real property. For acquisition of real property determined to proceed under Section 2.4 abovebe unique, thirty (30) days shall have elapsed since the date of publication of BUYER’S determination of uniqueness in the Central Register, without objection;
(b) Buyer has not terminated this Agreement pursuant to Section 2.4 aboveBUYER shall have performed survey work at the premises, and confirmed that the premises has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(ca minimum of four (4) abovefeet of frontage on Xxxxxxxx Street;
(c) Executive Employment Agreements acceptable SELLER shall complete and execute a Disclosure Statement pursuant to Buyer are duly executed and delivered to Buyer by the Executives;X.X. x. 7C, §38:
(d) Conclusion BUYER shall have inspected the condition of the premises and successful closing of Buyer Issuer’s IPO;SELLER’S title to the premises and be satisfied with the same, in its sole and absolute discretion, notwithstanding anything herein to the contrary; and
(e) No administrative proceedings Compliance by BUYER and SELLER with any other requirements of Massachusetts General or litigation Special Laws or regulations relative to the acquisition of real property by the BUYER, and BUYER and SELLER agree to diligently pursue full compliance with said laws and regulations. If any of the conditions set forth in this Agreement are not fulfilled (or waived) by the Closing Date, BUYER shall have the right, to be pending exercised in its sole and absolute discretion, to extend the closing for no more than ninety (90) days by giving SELLER written notice thereof prior to the Closing Date, and shall inform SELLER of the new closing date at least seven (7) days prior to the closing. If said conditions are not satisfied, as of the original Closing Date or threatened which would adversely affect consummation of any extension thereof, BUYER shall have the right to terminate this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of whereupon the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer parties shall be in receipt of all Disclosure Schedulesreleased from any further obligation or liability hereunder, documents except for those obligations and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this Agreementliabilities which expressly survive such termination.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Buyer’s Contingencies. Buyer’s BUYER’S obligation to consummate Closing perform under this Agreement is contingent upon the satisfaction of subject to the following conditions:
A. XXXXX obtaining a favorable vote of Town Meeting in the Town of Chelmsford authorizing the BUYER to acquire the Premises for the consideration stated herein and upon the terms set forth in this Agreement and appropriating funds therefor, and, if applicable, approval at a town election for a debt exclusion pursuant to X.X. x. 59, §21C. The Buyer shall support the purchase described herein at Town Meeting and any town election;
B. BUYER shall have complied with the provisions of X.X. x. 30B (athe Uniform Procurement Act), if applicable. For acquisition of real property determined to be unique, thirty (30) Conclusion days shall have elapsed since the date of publication of BUYER’S determination of uniqueness of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 aboveCentral Register, without objection;
(b) Buyer has not terminated this Agreement pursuant C. SELLER shall have complied with the disclosure provisions of X.X. x. 7, §40J. SELLER hereby agrees to Section 2.4 aboveexecute a “Disclosure of Beneficial Interests in Real Property Transaction” certificate as required by X.X. x. 7, §40J;
D. SELLER shall have complied with the disclosure provisions of X.X. x.7C, § 38, and has received the consent SELLER and BUYER agree to use the Seller’s 2016 diligently pursue full compliance with said statute. BUYER shall prepare and 2017 Audited Financial Statements described in Section 1.4(c) abovefile all required statements;
(c) Executive Employment Agreements acceptable E. Compliance with the provisions of X.X. x. 40, §14; and
F. Compliance with any other requirements of the Massachusetts General or Special Laws relative to Buyer are duly executed and delivered to Buyer the purchase of the premises by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to BUYER. If any of the information foregoing conditions are not satisfied by November 2, 2020, BUYER shall have the option of extending the Closing until such conditions are satisfied, and further provided that the closing date shall not be extended beyond December 3rd, 2020, provided that the BUYER shall give SELLER written notice of its exercise of this option prior to the Closing. If the Closing has not occurred on or documents discovered or reviewed before December 3, 2020, then SELLER may terminate this Agreement by Buyer during the Due Diligence Period or written notice to any aspect BUYER as of the Purchased Assets or their use or date set forth in the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained written notice, in which case this Agreement shall cease and be true void and correct in all respects as of and as if made on without recourse to the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this AgreementParties hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Buyer’s Contingencies. Buyer’s The obligation of Buyer to consummate Closing is close the transaction contemplated by this Agreement shall be contingent upon the satisfaction of the following conditionsupon:
(a) Conclusion Buyer's ability to obtain financing for the purchase of the Due Diligence Period with Property on such terms and conditions as are reasonably satisfactory to Buyer’s election . This contingency shall be deemed waived unless, before the end of the Contingency Period, Buyer provides to proceed under Section 2.4 above;Seller either (i) a copy of a good faith commitment for such financing from a bona fide financial institution committing to close the loan within the time required for closing herein, or (ii) written notice that Buyer has failed to obtain satisfactory financing and desires to terminate this Agreement.
(b) Buyer has not terminated this Agreement pursuant Buyer's satisfaction, in its sole discretion, with its inspections of the Property, its investigation of the Property's compliance with applicable laws, ordinances and regulations, its investigation of the state of Seller's title to Section 2.4 abovethe Property, and has received its review of Seller's Documents. Buyer shall advise Seller of any such dissatisfaction within the consent Contingency Period or within 30 days after the date Seller provides all of Seller's Documents to use Buyer, whichever occurs later. Any dissatisfaction of which Seller is not notified within the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) aboveContingency Period shall be deemed waived except for any matter or condition first arising or disclosed after the end of the Contingency Period;
(c) Executive Employment Agreements acceptable Seller having performed and complied in all material respects with all covenants, obligations and agreements to Buyer are duly executed and delivered to Buyer be performed or complied with by Seller on or before the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller date under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(hd) All representations and warranties of Seller contained set forth in this Agreement shall be being true and correct in all respects as of the closing date;
(e) Receipt of an ALTA (latest form) title insurance policy (or marked-up commitment therefor) with standard exceptions removed (provided Buyer provides a survey acceptable to the title insurer) and containing such endorsements as if made on Buyer shall reasonably request (at Buyer's expense and at no obligation to Seller) issued by Transnation Title Insurance Company and insuring Buyer's interest in the day and time Premises, subject only to the Permitted Encumbrances. Buyer shall provide Seller with a copy of Closingthe title commitment prior to expiration of the Contingency Period. If one or more of the contingencies is not satisfied, and Buyer is not willing to waive the contingency(ies), then Buyer may terminate this Agreement by notice to Seller and be promptly returned its Deposit, in which case neither party shall have complied in full with all requirements and obligations of Seller any further liability to the other under this Agreement.
Appears in 1 contract
Samples: Offer to Purchase (Manatron Inc)
Buyer’s Contingencies. Buyer’s 's obligation to consummate Closing purchase any of the Properties is contingent upon the subject to satisfaction of the following conditionscontingencies described in Subparagraphs (a) through (g) in this Paragraph 4 ("Contingencies") prior to the Closing Date (as hereinafter defined) or earlier date set forth below. Each and all of the following Contingencies are for the sole benefit of Buyer and may be waived or deemed satisfied by Buyer in Buyer's sole and absolute discretion:
(a) Conclusion Buyer shall have approved and both Buyer and Seller shall have executed those certain leases ("Leases") between Buyer, as the lessor, and Seller, as the lessee, relating to each of the Due Diligence Period with Buyer’s election Properties, upon terms and conditions mutually satisfactory to proceed under Section 2.4 above;the parties, each of which Lease shall by its terms have the Closing Date as the "Commencement Date" thereunder.
(b) Buyer has not terminated this Agreement pursuant shall have reviewed and approved each of the Preliminary Reports and all recorded exceptions to Section 2.4 abovetitle thereon, as and when provided under Paragraph 3 hereof, and has received the consent Title Companies shall be committed to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;issue all Title Policies as required hereunder without expense to Buyer.
(c) Executive Employment Agreements acceptable to Buyer are duly executed and Seller shall have delivered to Buyer no later than five (5) days prior to the date scheduled for Closing, and Buyer shall have reviewed and approved, an ALTA land title survey for each of the Properties, each prepared by a professional land surveyor entirely satisfactory to Buyer, showing all improvements located thereon, plotting all record easements, covenants and other encumbrances located thereon, with the Executives;record legal description of appearing on the face thereof.
(d) Conclusion Seller shall have delivered to Buyer, and successful closing Buyer shall have reviewed and approved, a tax lien search as to each of Buyer Issuer’s IPO;the Properties, each updated as of not earlier than thirty (30) days prior to the Closing Date.
(e) No administrative proceedings or litigation Seller shall be pending or threatened which would adversely affect consummation of this Agreementhave delivered to Buyer, and Buyer Issuer’s IPO or Buyer’s acquisition shall have reviewed and approved, a Phase I Environmental Site Assessment as to each of the Purchased Assets or Assigned Contracts or Buyer’s operation Properties dated within three hundred and sixty (360) days of the Business;Closing Date.
(f) Buyer shall be in receipt have approved its inspection and examination of the physical condition of the Properties. Buyer shall have access to all the Properties at reasonable times and shall have the right to conduct, at Buyer's expense, soil tests, engineering feasibility studies, environmental investigations and such other studies with respect to the physical condition of all Disclosure Schedulesthe Properties as Buyer may desire. Buyer shall hold and save Seller harmless from and against any and all loss, documents cost, damage, liability, entry or expense, arising out of or in any way related to damage to property, injury to or death of persons, or the assertion of lien claims caused by such entry, inspection and records implementation of soil tests, environmental investigations and other studies with respect to the physical condition of the Properties; provided, however, that notwithstanding any contrary provision contained herein, Buyer shall have no liability to Seller relating for any diminution in value of the Properties directly or indirectly resulting from or related to any information pertaining to the Purchased Assets, Properties discovered by Buyer and reported to Seller or its agents pursuant to the Assigned Contracts and the Business, or otherwise required from Seller under terms of this Agreement;. If Buyer elects to terminate this Agreement by reason of failure of the Contingencies set forth in this Paragraph 4(f), Buyer shall promptly upon such election deliver to Seller all written reports, studies and information prepared by third parties for Buyer which pertain to the physical condition of the Properties.
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with delivered to Buyer and Title Companies all requirements corporate resolutions, certificates and obligations of Seller under this Agreementother documentation as may be reasonably required by Buyer and/or Title Companies.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New York Bagel Enterprises Inc)
Buyer’s Contingencies. Buyer’s obligation to consummate Closing is obligations hereunder are contingent upon the satisfaction or written waiver of the following conditions:, all within ten (10) days of the Effective Date (the “Due Diligence Period”):
(a) Conclusion Buyer has already completed engineering and environmental studies of the Property and the areas to be affected by the Seller Work (as hereinafter defined) to confirm that the Property and the areas to be affected by the Seller Work are acceptable for Buyer’s Intended Use (defined below). In connection therewith, in the event Buyer needs to have updates to such studies performed, Buyer, its engineers and other agents shall have the right to enter upon the Property and the areas to be affected by the Seller Work for the purpose of conducting studies, doing engineering work, conducting site analysis and inspecting or making any tests Buyer may deem necessary. To the extent permitted by applicable law, Buyer shall indemnify and hold Seller harmless against any costs, damages, or claims for personal injury or death or property damage or destruction arising out of Buyer’s activities on or around the Property and the areas to be affected by the Seller Work during the course of Buyer’s due diligence. Buyer shall have the right to exercise the termination right set forth in this Section 8 if Buyer’s updated studies reveal information not disclosed in Buyer’s existing studies about the development potential of the Property and/or the areas to be affected by the Seller Work such that any of it is unsuitable for Buyer’s Intended Use, in Buyer’s sole discretion. If Buyer does not deliver to Seller written notice of Buyer’s intent to terminate this Contract prior to the expiration of the Due Diligence Period with Buyer’s election Period, Buyer shall be deemed to proceed under Section 2.4 above;have waived that right.
(b) Within five (5) days of the Effective Date, Buyer has not terminated this Agreement pursuant shall have obtained a commitment and/or updated commitment for the issuance of an owner’s policy of title insurance on the Property, which commitment shall reflect the status of the title of the Property, the same to Section 2.4 abovebe updated to the date of the Closing on or before the Closing date, and has received in an amount equal to the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;
(c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer Purchase Price, issued by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed title insurance company selected by Buyer during the Due Diligence Period or and subject to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this Agreement.only such
Appears in 1 contract
Samples: Purchase and Sale Contract
Buyer’s Contingencies. Buyer acknowledges that there are no due diligence contingencies for its obligation to purchase the Property as provided herein. Buyer has performed all due diligence which it believes is prudent or desirable prior to the Effective Date, and is relying on its own investigations of the Property, as expressly set forth elsewhere in this Agreement. Notwithstanding the above waiver of due diligence contingencies, Buyer and its representatives, employees, contractors, agents and designees may continue to access and inspect the Property prior to Closing to conduct any and all observations, surveys, tests and studies Buyer deems necessary or convenient, at Buyer’s obligation to consummate Closing is contingent upon the satisfaction of the following conditionssole cost and expense, provided that:
(ai) Conclusion each such entry shall be made only after reasonable advance written notice to Seller by Xxxxx (in no event less than two business days' advance notice) and at times reasonably acceptable to Seller.
(ii) in no event shall Buyer or its representatives, employees, agents, contractors or designees perform any invasive or destructive testing or sampling at the Property (such as drilling, boring, or digging) except with the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Without limiting the generality of the Due Diligence Period with foregoing, in all events Buyer shall repair and restore any damage to the Property resulting from any entry or testing by or for Buyer’s election to proceed under Section 2.4 above;.
(b) Buyer has not terminated this Agreement pursuant to Section 2.4 above, and has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;
(c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(fiii) Buyer shall be in receipt indemnify and defend Seller against and hold Seller and the Property free and harmless from any and all claims, demands, liabilities, costs, expenses, penalties, damages, losses and liens, including without limitation, reasonable attorneys’ fees, arising out of all Disclosure Schedulesany such entry by Buyer or its representatives, documents and records of Seller relating employees, agents, contractors or pertaining designees.
(iv) Prior to the Purchased Assetsfirst entry onto the Property by or for Buyer, and all times thereafter prior to the Assigned Contracts termination of this Agreement or the Close of Escrow, as applicable, Buyer and each of its contractors entering the BusinessProperty shall have in effect worker’s compensation and employer’s liability insurance with statutory limits of coverage as required by law, and commercial general liability insurance naming Seller as an additional insured, with limits of not less than $2,000,000 each occurrence, with $4,000,000 aggregate for bodily injury, including death resulting therefrom, and broad form property damage, including collapse and underground property damage, with waiver of subrogation. Prior to entering the Property, Buyer and each such contractor shall deliver to Seller certificates of insurance evidencing such coverage and further evidencing that such coverage may only be terminated or otherwise required from Seller under this Agreement;modified upon thirty (30) day’s prior written notice to Seller.
(gv) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained These covenants in this Agreement Article 3 shall survive the Close of Escrow and shall not be true and correct in all respects as of and as if made on merged into the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this AgreementGrant Deed.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Buyer’s Contingencies. Buyer’s obligation The purchase and sale provided for herein is subject to consummate Closing is contingent upon the satisfaction following contingencies for the benefit of the following conditionsBuyer:
(a) Conclusion receipt of:
(i) in final and unappealable form of all such governmental approvals (the "Development Approvals") as are necessary to permit development and use of the Due Diligence Period Property as a medical office facility incorporating not less than 42,000 square feet of leasable space together with Buyer’s election other related amenities in accordance with designs and specifications reasonably satisfactory to proceed under Section 2.4 aboveBuyer (the "Improvements"); and
(ii) an environmental audit report from an environmental consulting firm selected by Buyer demonstrating that the Property complies with all federal, state and local environmental laws and regulations and that there exists no condition upon the Property that is more likely than not to require remedial or corrective measures pursuant to such laws as interpreted as of the date of final settlement;
(b) Buyer has not terminated this Agreement pursuant to Section 2.4 abovethe absence of any building moratorium or similar restriction, however denominated, which would prevent or delay development and has received occupancy of the consent to use Improvements or the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) aboveimprovements located on the Property;
(c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives;absence of any condemnation proceedings pending or threatened against the Property; and
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition the truth of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller set forth in this Agreement.
(i) to furnish to Buyer all title reports, surveys, plans, results of engineering, soil and environmental studies and all other information Seller has in its possession or control with respect to the Property; and (ii) to permit Buyer the right to enter onto the Property for the purpose of conducting such activities as are contemplated in this Agreement. Seller further agrees to cooperate with Buyer in satisfying the contingencies contained in this Agreement. Buyer agrees to assume responsibility for satisfying the contingencies set forth in this paragraph at its sole cost and expense. In the event that as of the time of settlement any of the foregoing contingencies shall remain unsatisfied, Buyer shall have the option to declare this Agreement null and void whereupon all deposit moneys shall be true retained by Seller as its sole liquidate damages and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements rights and obligations of Seller under this Agreementthe parties shall be at an end.
Appears in 1 contract
Buyer’s Contingencies. Buyer’s BUYER’S obligation to consummate Closing perform under this Agreement is contingent upon the satisfaction of subject to the following conditions:
A. XXXXX obtaining a favorable vote of Town Meeting in the Town of Chelmsford authorizing the BUYER to acquire the Premises for the consideration stated herein and upon the terms set forth in this Agreement and appropriating funds therefor, and, if applicable, approval at a town election for a debt exclusion pursuant to X.X. x. 59, §21C. The Buyer shall support the purchase described herein at Town Meeting and any town election;
B. BUYER shall have complied with the provisions of X.X. x. 30B (athe Uniform Procurement Act), if applicable. For acquisition of real property determined to be unique, thirty (30) Conclusion days shall have elapsed since the date of publication of BUYER’S determination of uniqueness of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 aboveCentral Register, without objection;
(b) Buyer has not terminated this Agreement pursuant C. SELLER shall have complied with the disclosure provisions of X.X. x. 7, §40J. SELLER hereby agrees to Section 2.4 aboveexecute a “Disclosure of Beneficial Interests in Real Property Transaction” certificate as required by X.X. x. 7, §40J;
D. SELLER shall have complied with the disclosure provisions of X.X. x.7C, § 38, and has received the consent SELLER and BUYER agree to use the Seller’s 2016 diligently pursue full compliance with said statute. BUYER shall prepare and 2017 Audited Financial Statements described in Section 1.4(c) abovefile all required statements;
(c) Executive Employment Agreements acceptable E. Compliance with the provisions of X.X. x. 40, §14; and
F. Compliance with any other requirements of the Massachusetts General or Special Laws relative to Buyer are duly executed and delivered to Buyer the purchase of the premises by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to BUYER. If any of the information foregoing conditions are not satisfied by March 29, 2024, BUYER shall have the option of extending the Closing until such conditions are satisfied, and further provided that the closing date shall not be extended beyond June 5, 2024, provided that the BUYER shall give SELLER written notice of its exercise of this option prior to the Closing. If the Closing has not occurred on or documents discovered or reviewed before June 5, 2023, then SELLER may terminate this Agreement by Buyer during the Due Diligence Period or written notice to any aspect BUYER as of the Purchased Assets or their use or date set forth in the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained written notice, in which case this Agreement shall cease and be true void and correct in all respects as of and as if made on without recourse to the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this AgreementParties hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Buyer’s Contingencies. BuyerA. Unless waived by Xxxxx in writing, Xxxxx’s obligation to consummate proceed to Closing is contingent upon shall be subject to (a) performance by HEDRA of its obligations hereunder, (b) the satisfaction continued accuracy of HEDRA’s representations and warranties provided in Section 9.1, and (c) Buyer’s satisfaction, in Buyer’s sole discretion, as to the following conditionscontingencies described in this Section 5.1 within the time periods set forth below:
(1) On or before the Closing Date, Buyer shall have determined, in its sole discretion, that it is satisfied with (a) Conclusion the results of and matters disclosed by Buyer’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 above;
Property and (b) all other inspections and due diligence regarding the Property, including any Due Diligence Materials. If Buyer has not terminated this Agreement pursuant on or before the Closing Date, the contingency set forth in this paragraph shall be deemed waived.
(2) On or before the Closing Date, Buyer shall have determined the acceptability of the Property for its intended use and incidental uses thereto (collectively, the “Proposed Use”). All costs and expenses related to Section 2.4 aboveapplying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the Buyer. If Buyer has not terminated this Agreement on or before the Closing Date, the contingency set forth in this paragraph shall be deemed waived.
(3) On or before the Closing Date, Buyer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, access permits, signage permits, building permits, required licenses (the “Approvals”). All costs and expenses related to the preparation of any documentation necessary to create any plans, specifications or the like shall be the responsibility of the Buyer.
(4) On or before the Closing Date, Buyer shall have obtained all Land Use Entitlements. “Land Use Entitlements” means planning applications, including but not limited to, Plat, Site Plan, and has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;
(c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this AgreementRezoning Approvals, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed obtained by Buyer during for the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this AgreementProposed Use.
Appears in 1 contract
Samples: Purchase Agreement
Buyer’s Contingencies. Buyer’s obligation to consummate Closing is contingent upon the satisfaction of the following conditions:
(a) Conclusion of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 above;
(b) Buyer has not terminated this Agreement pursuant to Section 2.4 above, and has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;
(cb) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(ec) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
(fd) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(ge) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(hf) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this Agreement.
Appears in 1 contract
Buyer’s Contingencies. Buyer’s 's obligation to consummate Closing purchase any of the Properties is contingent upon the subject to satisfaction of the following conditionscontingencies described in Subparagraphs (a) through (g) in this Paragraph 4 ("Contingencies") prior to the Closing Date (as hereinafter defined) or earlier date set forth below. Each and all of the following Contingencies are for the sole benefit of Buyer and may be waived or deemed satisfied by Buyer in Buyer's sole and absolute discretion:
(a) Conclusion Buyer shall have approved and both Buyer and Seller shall have executed those certain leases ("Leases") between Buyer, as the lessor, and Seller, as the lessee, relating to each of the Due Diligence Period with Buyer’s election Properties, upon terms and conditions mutually satisfactory to proceed under Section 2.4 above;the parties, each of which Lease shall by its terms have the Closing Date as the "Commencement Date" thereunder.
(b) Buyer has not terminated this Agreement pursuant shall have reviewed and approved each of the Preliminary Reports and all recorded exceptions to Section 2.4 abovetitle thereon, as and when provided under Paragraph 3 hereof, and has received the consent Title Companies shall be committed to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;issue all Title Policies as required hereunder without expense to Buyer.
(c) Executive Employment Agreements acceptable to Buyer are duly executed and Seller shall have delivered to Buyer no later than five (5) days prior to the date scheduled for Closing, and Buyer shall have reviewed and approved, an ALTA land title survey for each of the Properties, each prepared by a professional land surveyor entirely satisfactory to Buyer, showing all improvements located thereon, plotting all record easements, covenants and other encumbrances located thereon, with the Executives;record legal description of appearing on the face thereof.
(d) Conclusion Seller shall have delivered to Buyer, and successful closing Buyer shall have reviewed and approved, a tax lien search as to each of Buyer Issuer’s IPO;the Properties, each updated as of not earlier than thirty (30) days prior to the Closing Date.
(e) No administrative proceedings or litigation Seller shall be pending or threatened which would adversely affect consummation of this Agreementhave delivered to Buyer, and Buyer Issuer’s IPO or Buyer’s acquisition shall have reviewed and approved, a Phase I Environmental Site Assessment as to each of the Purchased Assets or Assigned Contracts or Buyer’s operation Properties dated within three hundred and sixty (360) days of the Business;Closing Date.
(f) Buyer shall be in receipt have approved its inspection and examination of the physical condition of the Properties. Buyer shall have access to all the Properties at reasonable times and shall have the right to conduct, at Buyer's expense, soil tests, engineering feasibility studies, environmental investigations and such other studies with respect to the physical condition of all Disclosure Schedulesthe Properties as Buyer may desire. Buyer shall hold and save Seller harmless from and against any and all loss, documents cost, damage, liability, entry or expense, arising out of or in any way related to damage to property, injury to or death of persons, or the assertion of lien claims caused by such entry, inspection and records implementation of soil tests, environmental investigations and other studies with respect to the physical condition of the Properties; provided, however, that notwithstanding any contrary provision contained herein, Buyer shall have no liability to Seller relating for any diminution in value of the Properties directly or indirectly resulting from or related to any information pertaining to the Purchased Assets, Properties discovered by Buyer and reported to Seller or its agents pursuant to the Assigned Contracts and the Business, or otherwise required from Seller under terms of this Agreement;. If Buyer elects to terminate this Agreement by reason of failure of the Contingencies set forth in this Paragraph 4(f), Buyer shall promptly upon such election deliver to Seller all written reports, studies and information prepared by third parties for Buyer which pertain to the physical condition of the Properties.
(g) There has been no Material Adverse Effect Seller shall have delivered to the Business since the Effective Date or to any of the information or documents discovered or reviewed Buyer and Title Companies all corporate resolutions, certificates and other documentation as may be reasonably required by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; andand/or Title Companies.
(h) All representations Buyer's obligation to purchase the Properties is conditioned on Buyer obtaining on or before the Closing financing of the Purchase Price on terms and warranties of Seller contained conditions acceptable to Buyer in Buyer's sole discretion. In the event this contingency is not met by the Closing Date, this Agreement shall, at Buyer's option, terminate without any remaining liability of any party. If Buyer disapproves any Contingency prior to the Closing or earlier date set forth above, Buyer's sole remedy shall be true and correct in all respects as of and as if made on the day and time of Closing, to terminate this Agreement and Seller shall have complied in full with all requirements and obligations of Seller under this Agreementno obligation to remedy any Contingency which Buyer disapproves.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New York Bagel Enterprises Inc)
Buyer’s Contingencies. Buyer’s 's obligation to consummate Closing purchase the Wichita Facility is contingent upon the subject to satisfaction of the following conditions:
contingencies described in Subparagraphs (a) Conclusion of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 above;
(b) Buyer has not terminated this Agreement pursuant to Section 2.4 above, and has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;
(c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives;
(d) Conclusion and successful closing of Buyer Issuer’s IPO;
(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;
through (f) in this Paragraph 4 ("Contingencies") prior to the Closing Date (as hereinafter defined) or earlier date set forth below. Each and all of the following Contingencies are for the sole benefit of Buyer and may be waived or deemed satisfied by Buyer in Buyer's sole and absolute discretion: Buyer shall be in receipt of all Disclosure Schedules, documents have approved and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;
(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by both Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and
(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied executed that certain lease ("Lease") between Buyer, as the lessor, and Seller, as the lessee, relating to the Wichita Facility, upon terms and conditions mutually satisfactory to the parties, each of which Lease shall by its terms have the Closing Date as the "Commencement Date" thereunder. Buyer shall have reviewed and approved the Preliminary Report and all recorded exceptions to title thereon, as and when provided under Paragraph 3 hereof, and Title Company shall be committed to issue the Title Policy as required hereunder without expense to Buyer. Seller shall have delivered to Buyer no later than five (5) days prior to the date scheduled for Closing, and Buyer shall have reviewed and approved, an ALTA land title survey for the Wichita Facility, prepared by a professional land surveyor entirely satisfactory to Buyer, showing all improvements located thereon, plotting all record easements, covenants and other encumbrances located thereon, with the record legal description of appearing on the face thereof. Seller shall have delivered to Buyer, and Buyer shall have reviewed and approved, a tax lien search as to the Wichita Facility, updated as of not earlier than thirty (30) days prior to the Closing Date. Seller shall have delivered to Buyer, and Buyer shall have reviewed and approved, a Phase I Environmental Site Assessment as to the Wichita Facility dated within three hundred and sixty (360) days of the Closing Date. Buyer shall have approved its inspection and examination of the physical condition of the Wichita Facility. Buyer shall have access to the Wichita Facility at reasonable times and shall have the right to conduct, at Buyer's expense, soil tests, engineering feasibility studies, environmental investigations and such other studies with respect to the physical condition of the Wichita Facility as Buyer may desire. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, liability, entry or expense, arising out of or in full any way related to damage to property, injury to or death of persons, or the assertion of lien claims caused by such entry, inspection and implementation of soil tests, environmental investigations and other studies with all requirements respect to the physical condition of the Wichita Facility; provided, however, that notwithstanding any contrary provision contained herein, Buyer shall have no liability to Seller for any diminution in value of the Wichita Facility directly or indirectly resulting from or related to any information pertaining to the Wichita Facility discovered by Buyer and obligations reported to Seller or its agents pursuant to the terms of Seller under this Agreement. If Buyer elects to terminate this Agreement by reason of failure of the Contingencies set forth in this Paragraph 4(d), Buyer shall promptly upon such election deliver to Seller all written reports, studies and information prepared by third parties for Buyer which pertain to the physical condition of the Wichita Facility. Seller shall have delivered to Buyer all corporate resolutions, certificates and other documentation as may be reasonably required by Buyer. Buyer's obligation to purchase the Wichita Facility is conditioned on Buyer obtaining on or before the Closing financing of the Purchase Price on terms and conditions acceptable to Buyer in Buyer's sole discretion. In the event this contingency is not met by the Closing Date, this Agreement shall, at Buyer's option, terminate without any remaining liability of any party. Seller shall have delivered to Buyer a duly executed assignment of the Ground Lease. If Buyer disapproves any Contingency prior to the Closing or earlier date set forth above, Buyer's sole remedy shall be to terminate this Agreement and Seller shall have no obligation to remedy any Contingency which Buyer disapproves.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New York Bagel Enterprises Inc)