City’s Conditions to Closing. The obligation of the City under this Option Agreement to sell the Land and improvements thereon to GEC and the Tribe is subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by the City in writing on or prior to the Closing Date):
(i) All representations, warranties, acknowledgments and covenants made by GEC and the Tribe in this Option Agreement shall be true and correct in all material respects and shall continue to be true and correct in all material respects as of the Closing Date.
(ii) No laws, statutes, ordinances, governmental orders, regulations, rules or requirements shall have been enacted, adopted, issued or otherwise promulgated by a governmental entity or agency that would prevent the development and construction, and use, of the Project on the Land for its Intended Use and the Related Improvements.
(iii) The Tribe shall have (1) received a final record of decision from the Interior Department authorizing the acquisition by the United States of the Land in trust for the Tribe for gaming purposes, in which event the Land shall be conveyed in fee to the United States pursuant to the Deed, or (2) been granted the right to conduct commercial Gaming on the Land while owned in fee under the laws of the Commonwealth, in which event the Land shall be transferred by the City to the Tribe in fee pursuant to the Deed. In the event that as of the Closing Date the Tribe has both received a final record of decision from the Interior Department authorizing the acquisition by the United States of the Land in trust for gaming purposes and been granted the right to conduct commercial Gaming on the Land under the laws of the Commonwealth, then the Land shall be conveyed by the City as contemplated in either clause (1) or clause (2) of the preceding sentence as elected by the Tribe and GEC.
(iv) The City and the Tribe shall have approved and finalized the form of Construction and Use Covenant contemplated by the IGA, which shall be executed by the parties on the Closing Date; provided that each of the City and the Tribe acknowledges and agrees that the Construction and Use Covenant will comply with all requirements of the Interior Department necessary for the Land to be accepted into trust for the Tribe.
(v) The City and the Tribe shall have approved and finalized the form of C&REA contemplated by the IGA, which shall be executed by the parties on the Closing Date; provided that each of the City and the T...
City’s Conditions to Closing. (a) In addition to the other terms and provisions of this Agreement which give CITY the right to terminate this Agreement and the escrow created hereto, CITY’s obligation to purchase the Property from SELLER shall be subject to the occurrence and/or satisfaction of the following conditions (or CITY’s written waiver thereto, it being agreed that these conditions are for the sole benefit of CITY and CITY may waive any or all of such conditions in its sole discretion):
(i) No material damage, destruction, or loss shall have been suffered with respect to the Property whether or not covered by insurance;
(ii) All documents related to the transaction contemplated by this Agreement shall be executed and delivered in accordance with the escrow instructions herein.
(iii) The Title Company shall be unconditionally prepared and committed to issue the Policy of Title Insurance consistent with the terms herein.
(iv) SELLER shall have performed all of its obligations under this Agreement.
(v) All representations and warranties made by SELLER to CITY in this Agreement are true and correct as of the close of escrow.
(vi) Except as otherwise provided herein, the Property shall not be in violation of any federal, state or local law, ordinance or regulation relating to any environmental conditions existing in, on, under, above, or about the Property, including, but not limited to, soil and groundwater conditions.
(vii) CITY has accepted the form and substance of each document being executed and delivered under this Agreement, including without limitation, the Grant Deed.
(b) If any of the conditions set forth in this Section are not satisfied at the time specified herein, CITY may elect to: (i) waive such conditions in writing; (ii) grant to SELLER an extension of the time in which to satisfy such conditions; (iii) or terminate this Agreement. Any such election shall not prohibit City from pursuing any rights or remedies set forth in this Agreement, at law or in equity.
City’s Conditions to Closing. City’s obligations to convey the Property to Developer is conditioned upon the satisfaction of the terms and conditions set forth in this Section 3.8, unless any such condition is waived in writing by City acting in the discretion of its Authorized Representative.
City’s Conditions to Closing. City’s obligation to convey the City Parcels and to close Escrow hereunder shall be mandatory and irrevocable once all of the following conditions have occurred:
(a) Developer shall have received all required Entitlements for the Project, including those described in Section 702, and shall have received, or be in a position to pull upon payment of the normal City fees (in the case of its building permit), all required Permits for the Project.
(b) The DOF has approved the Agency DDA for disposition of the Agency Parcels as consistent with the PMP pursuant to the RDA Dissolution Laws.
(c) Developer shall have deposited into Escrow the full Purchase Price for all City Parcels.
(d) Developer shall have deposited into the City Parcels’ Escrow its share of the Escrow costs, title and transfer fees as determined by the Escrow Agent.
(e) All conditions precedent to Closing on the Agency Parcels (per the Agency DDA) have been satisfied, such that the City Parcels will Close concurrently with the Agency Parcels.
(f) Developer shall not have made a transfer in violation of Section 303.
(g) Developer shall have fully executed the Covenant Agreement and shall be prepared to have same recorded against the City Parcels.
(h) Developer shall have approved (or waived) in accordance with Section 501 the physical and environmental condition of the City Parcels, and the City Parcels shall be in substantially the same condition at Closing as at the time Developer approved (or waived) such condition, and shall be free of any material adverse change in condition.
(i) As of the Closing, Developer shall not be in default hereunder in any of its obligations to City, nor shall there be any event or occurrence which with the passage of time or giving of notice or both would constitute such a default by Developer under this Agreement.
(j) Developer shall have deposited an estoppel certificate certifying that City has completed all acts, other than as specified, necessary to conveyance, if such be the fact. Should City fail to convey title to the City Parcels once these conditions have been satisfied, Developer may seek specific performance of this obligation. Any waiver of the foregoing conditions must be express and in writing. In the event that City is not in default and either Developer fails to satisfy City's foregoing conditions or Developer defaults in the performance of its obligations hereunder, City may terminate the Escrow without any liability to either party.
City’s Conditions to Closing. The Close of Escrow and City’s obligation to sell and convey the Property to VCC are subject to the satisfaction of the following conditions or City’s written waiver (in City’s sole discretion) of such conditions on or before the Closing Date:
(a) VCC has deposited into the Escrow the Purchase Price and all Escrow and Title Costs.
(b) VCC has deposited into the Escrow a fully executed Acceptance of Xxxxx Xxxx and all other documents to be submitted by VCC pursuant to this Agreement, all duly executed by VCC.
(c) VCC’s representations and warranties set forth herein are true and correct in all material respects as of the Closing Date.
(d) VCC has performed all obligations to be performed by VCC pursuant to this Agreement before Closing Date.
City’s Conditions to Closing. The following are conditions precedent to City’s obligation to purchase the Property (collectively, "City’s Conditions Precedent"). [a] Title Company shall be committed at the Property Closing to issue to City the Title Policy (or Title Policies) as provided in Section 3.3 [Title Insurance]. [b] Seller shall have delivered the items described in Section 5.4 below [Seller’s Delivery of Documents] on or before the Property Closing. [c] Deed of Trust Beneficiaries shall have delivered the items described in Section [d] Approval of this Agreement and the purchase of the Property by the Half Moon Bay City Council. If any of City's Conditions Precedent are not satisfied within the time periods set forth above, then City shall have the right in its sole discretion either to waive in writing the City's Condition Precedent in question and proceed with the purchase or, in the alternative, terminate this Agreement without charge, penalty, or further liability or obligation to Seller.
City’s Conditions to Closing. City’s obligation to convey the City Parcels and to close Escrow hereunder shall be mandatory and irrevocable once all of the following conditions have occurred:
(a) Developer shall have received all required Entitlements for the Project, including those described in Section 702, and shall have received, or be in a position to pull upon payment of the normal City fees (in the case of its building permit), all required Permits for the Project.
(b) The DOF has approved the Agency DDA for disposition of the Agency Parcels as consistent with the PMP pursuant to the RDA Dissolution Laws.
City’s Conditions to Closing. The following are conditions precedent to City's obligation to purchase the Property (collectively, "Conditions Precedent"):
(a) City shall have reviewed and approved title to the Property, as follows:
(i) Within five (5) days after the date City and Seller execute this Agreement, Seller shall deliver to City a current extended coverage preliminary report on the Real Property, issued by Title Company, accompanied by copies of all documents referred to in the report (collectively, the "Preliminary Report");
(ii) Within the period referred to in clause (i) above, Seller shall deliver to Buyer copies of any existing or proposed easements, covenants, restrictions, agreements or other documents that affect the Property, and are not disclosed by the Preliminary Report; and
(iii) City may at its option arrange for an "as-built" survey of the Real Property and Improvements prepared by a licensed surveyor (the "Survey"). Such survey shall be acceptable to, and certified to, City and Title Company and in sufficient detail to provide the basis for and the Title Policy without boundary, encroachment or survey exceptions.
(b) City's review and approval, within the Due Diligence Period, of the physical and environmental conditions of the Property, including, without limitation, structural, mechanical, electrical and other physical conditions of the Property. Such review may include an examination for the presence or absence of any Hazardous Material (as defined in
City’s Conditions to Closing. The Closing shall occur no later than the date set forth in the Schedule of Performance, as such date may be extended by mutual approval of the Parties. The City's obligation to proceed with the conveyance of the leasehold interest in the Property is subject to the fulfillment (or waiver in writing by the City) of each and all of the conditions precedent set forth in this Section, which are solely for the benefit of the City, and which may be waived by the City in its sole discretion. If there is no waiver or satisfaction by the date set for the Closing, the City may terminate this Agreement upon written notice to the Developer without further liability, and except for continuing obligations provided elsewhere in this Agreement. Notwithstanding the above, the City agrees that if necessary to satisfy requirements of the Surplus Lands Act, it shall waive any of the below conditions as conditions of Closing as long as such conditions are incorporated into the Ground Lease as conditions to transfer of possession of the Property to the Developer:
City’s Conditions to Closing. The following are conditions precedent to CITY's obligation to purchase the Property (collectively, "Conditions Precedent"):
(a) CITY shall have reviewed and approved title to the Property, as follows:
(i) Within thirty days (30) days after the date CITY and State execute this Agreement, CITY shall procure a current extended coverage preliminary report on the Real Property, issued by Title Company, accompanied by copies of all documents referred to in the report (collectively, the "Preliminary Report");
(ii) Within the period referred to in clause (i) above, State shall deliver to CITY copies of any existing or proposed easements, covenants, restrictions, agreements or other documents that affect the Property, and are not disclosed by the Preliminary Report; and
(iii) CITY may at its option and sole cost arrange for an "as-built" survey of the Real Property and Improvements prepared by a licensed surveyor (the "Survey"). Such survey shall be acceptable to, and certified to, CITY and Title Company and in sufficient detail to provide the basis for the Title Policy without boundary, encroachment or survey exceptions. CITY shall advise State, prior to the end of the Due Diligence period, what exceptions to title, if any, CITY is willing to accept (the "Accepted Conditions of Title"). CITY's failure to so advise State within such period shall be deemed disapproval of title. State shall have ten (10) days after receipt of CITY's notice of any objections to title to give CITY: (i) evidence satisfactory to CITY of the removal of all objectionable exceptions from title or that such exceptions will be removed or cured on or before the Closing; or (ii) notice that State elects not to cause such exceptions to be removed. If State gives notice under clause (ii), CITY shall have ten (10) business days to elect to proceed with the purchase or terminate this Agreement. If CITY shall fail to give Seller notice of its election within such ten (10) days, CITY shall be deemed to have elected to terminate this Agreement. If State gives notice pursuant to clause (i) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and CITY is unwilling to take title subject thereto, State shall be in default hereunder and CITY shall have the rights and remedies provided herein or at law or in equity.
(b) CITY's review and approval, within the Due Diligence Period, of the physical and environmental conditions of the Property, including, without limitati...
