Closing Contingencies. A. The Closing Date shall be on a date mutually agreeable to the parties, which date shall be no later than ninety (90) days after the Effective Date of this Agreement. B. At Closing, (or prior thereto as hereinafter specified), Seller shall: (i) Deposit with the Escrow Agent at least one (1) business day prior to Closing the Deed in a recordable form, conveying the Property, subject only to the permitted exceptions; and (ii) Deliver to Purchaser and the Escrow Agent an Affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Investment and Real Property Tax Act of 1980 and the 1984 Tax Reform Act. C. At Closing (or prior thereto) if hereinafter specified, Purchaser shall: (i) At least one (1) business day prior to Closing, deposit with the Escrow Agent for payment to Seller the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available funds; (ii) Deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. D. The following shall be apportioned by the Escrow Agent with respect to the Property on the Closing Date, as if the Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (i) Real property taxes and incurring installment of special assessments, if any, levied against the Property; (ii) If applicable, Seller shall cause final water, sewer, gas, electric and other utility meter readings to be made as of the Closing Date or as close thereto as reasonably possible, and shall cooperate so as to cause such utilities to be transferred to Purchaser without interruption of service. Seller shall pay the final bills rendered by each such utility. Purchase shall post any deposits required by the utility company. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller’s obligations to pay and final utility bills shall survive Closing. E. The obligation of Purchaser to consummate the transaction hereunder shall be subject to all of the following conditions being satisfied on or before the Closing Date, any or all of which may be waived by Purchaser in its sole discretion: (i) Seller shall have delivered to Purchaser or deposited with the Escrow Agent, as the case may be, all of the items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agreement. (ii) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date. (iii) Seller shall have performed and observed all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date.
Appears in 1 contract
Closing Contingencies. A. The (a) Notwithstanding the satisfaction or waiver of the contingencies specified in Section 4 hereof, Purchaser shall not be obligated to close hereunder unless Purchaser can obtain from Title Company on the Closing Date a standard ALTA owner's title insurance policy form B-1999 in accordance with this Agreement, insuring fee simple title to the Property in Purchaser subject to the Permitted Exceptions, with a 3.1 zoning endorsement, a survey endorsement, a contiguity endorsement, and an access and public road endorsement, and deleting all standard exceptions including, without limitation, the survey and mechanic's lien exceptions. In the event that such contingency shall not be satisfied or met by the Closing Date, Purchaser, at its option, may waive the satisfaction thereof or terminate this Agreement, and if Purchaser shall terminate this Agreement, Purchaser shall receive a return of the Xxxxxxx Money and all further rights and obligations of the parties hereunder shall be terminated (except the indemnity set forth in Section 5).
(b) Purchaser acknowledges that Seller is currently remodeling a portion of the Property formerly leased to Kmart for the new tenants, T. J. Max, Michael's and Cost World Plus. In the event such remodeling is not completed prior to the Closing Date, the Closing Date shall be extended to a date ten (10) days following completion of such remodeling. Seller will use its best efforts to and will complete all construction work on the Property as required in the Leases and as is necessary to ensure that all of the tenants of the Property will obtain possession of their leased premises by Closing and pay all rent and pass throughs on a date mutually agreeable to the parties, which date shall current basis. All work will be no later than ninety (90) days after the Effective Date of this Agreement.
B. At Closing, (or prior thereto as hereinafter specified), Seller shall:
(i) Deposit with the Escrow Agent at least one (1) business day prior to Closing the Deed completed lien free and in a recordable form, conveying good and workmanlike manner in accordance with all laws and as required by the Property, subject only to the permitted exceptions; and
(ii) Deliver to Purchaser and the Escrow Agent an Affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Investment and Real Property Tax Act of 1980 and the 1984 Tax Reform Act.
C. At Closing (or prior thereto) if hereinafter specified, Purchaser shall:
(i) At least one (1) business day prior to Closing, deposit with the Escrow Agent for payment to Seller the full amount terms of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available funds;
(ii) Deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
D. The following shall be apportioned by the Escrow Agent with respect to the Property on the Closing Date, as if the Purchaser were vested with title to the Property during the entire day upon which Closing occurs:
(i) Real property taxes and incurring installment of special assessments, if any, levied against the Property;
(ii) If applicable, Seller shall cause final water, sewer, gas, electric and other utility meter readings to be made as of the Closing Date or as close thereto as reasonably possible, and shall cooperate so as to cause such utilities to be transferred to Purchaser without interruption of serviceLeases. Seller shall pay the final bills rendered by each such utility. Purchase shall post any deposits required by the utility company. The Escrow Agent shall have no responsibility remain liable for the proration of any such utility charges. Seller’s obligations to pay all call back and final utility bills shall survive punch list or guaranty work and will assign Purchaser all warranties and guaranties at Closing.
E. The obligation of Purchaser to consummate the transaction hereunder shall be subject to all of the following conditions being satisfied on or before the Closing Date, any or all of which may be waived by Purchaser in its sole discretion:
(i) Seller shall have delivered to Purchaser or deposited with the Escrow Agent, as the case may be, all of the items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agreement.
(iic) All of the Seller's representations and warranties of Seller contained in this Agreement shall will be true and correct in all material respects as of the Closing Dateat Closing.
(iiid) All Tenants will be paying rent and pass throughs on a current basis except for Cost World Plus and the tenants operating the Old Navy and Famous Footwear stores located on the Property who may be paying percentage rent for a period not to exceed sixty (60) days after Cost World Plus has opened for business and Seller shall have performed will be responsible for and observed credit Purchaser at Closing with any shortfall in rents and pass throughs between those amounts payable by Cost World Plus pursuant to its Lease upon completion of construction and all covenants and agreements of this Agreement to be performed and observed amounts being paid by Seller as of the Closing Datesuch tenant.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Closing Contingencies. A. The Closing Date shall be on a date mutually agreeable to the parties, which date shall be no later than ninety (90) days after the Effective Date of this Agreement.
B. At Closing, (or prior thereto as hereinafter specified), Seller shall:
(i) Deposit with the Escrow Agent at least one (1) business day prior to Closing the Deed in a recordable form, conveying the Property, subject only to the permitted exceptions; and
(ii) Deliver to Purchaser and the Escrow Agent an Affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Investment and Real Property Tax Act of 1980 and the 1984 Tax Reform Act.
C. At Closing (or prior thereto) if hereinafter specified, Purchaser shall:
(i) At least one (1) business day prior to Closing, deposit with the Escrow Agent for payment to Seller the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available funds;
(ii) Deliver such additional documents as shall be reasonably required Purchaser’s obligation to consummate the transaction contemplated by this Agreement.
D. The following shall be apportioned by the Escrow Agent with respect Agreement are subject to the Property satisfaction of the following conditions for Purchaser’s benefit (or Purchaser’s waiver thereof, it being agreed that Purchaser may waive any or all of such conditions) on the Closing Date, as if the Purchaser were vested with title or prior to the Property during the entire day upon which Closing occurs:
(i) Real property taxes and incurring installment of special assessments, if any, levied against the Property;
(ii) If applicable, Seller shall cause final water, sewer, gas, electric and other utility meter readings to be made as of the Closing Date or as close thereto as reasonably possible, and shall cooperate so as to cause such utilities to be transferred to Purchaser without interruption of service. Seller shall pay on the final bills rendered by each such utility. Purchase shall post any deposits required by the utility company. The Escrow Agent shall have no responsibility dates designated below for the proration satisfaction of any such utility charges. conditions:
25.1.1 All of Seller’s obligations to pay and final utility bills shall survive Closing.
E. The obligation of Purchaser to consummate the transaction hereunder shall be subject to all of the following conditions being satisfied on or before the Closing Date, any or all of which may be waived by Purchaser in its sole discretion:
(i) Seller shall have delivered to Purchaser or deposited with the Escrow Agent, as the case may be, all of the items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agreement.
(ii) All of the representations and warranties of Seller contained in this Agreement herein shall be true and correct in all material respects (except with respect to any representation or warranty qualified by “materiality” or “material adverse effect”, such representation and warranty shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date;
25.1.2 As of the Closing Date, Seller shall have performed its obligations hereunder and all deliveries to be made at Closing by Seller shall have been tendered as required hereunder;
25.1.3 Except for the matter delineated in Section 24 above and the case described on Schedule 25.1.3 hereto, there shall exist no actions, suits, arbitrations, claims, attachments, proceedings, general assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Seller or the Property that would materially and adversely affect Seller’s ability to perform its obligations under this Agreement;
25.1.4 Seller has cured and/or eliminated any defaults hereunder within the applicable cure period;
25.1.5 Purchaser’s title insurance company is irrevocably committed to issue the owner’s and lender’s title insurance policies delineated herein;
25.1.6 Seller shall have received all approvals or consents necessary from the Monitor as delineated in Section 24 above for the sale and closing of this transaction with true and correct copies of such approval having been delivered to the Purchaser;
25.1.7 The Lease and Sublease shall be terminated effective as of the Closing Date.
(iii) Seller 25.1.8 The Purchaser shall have performed obtained a Loan Commitment on terms acceptable to Purchaser.
25.1.9 The Lease and observed all covenants Sublease shall have been terminated and agreements of this Agreement a new lease executed with Operator, in each instance on terms acceptable to be performed and observed by Seller as of the Closing DatePurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Global Healthcare Reit, Inc.)
Closing Contingencies. A. The If one or more of the following Closing Date shall be on a date mutually agreeable Conditions are not satisfied or waived by Buyer prior to the partiesClosing Date, which date Buyer may elect to cancel this Agreement and terminate the Escrow upon written notice by Buyer to Seller of such election, whereupon Escrow Holder shall be no later than ninety (90) days after promptly refund to Buyer the Effective Date of this Agreement.
B. At ClosingDeposit, (or prior thereto as hereinafter specified), Seller shallincluding any interest:
(ia) Deposit with There shall have occurred no material adverse change in the Escrow Agent physical condition of the Property (defined as a loss exceed $500,000 to repair);
(b) Seller shall not enter into any new Leases, Contracts or agreements for the Property without Buyer's written consent. Buyer shall approve or disapprove any new Leases, Contracts or agreements submitted by Seller within five (5) calendar days. Buyer shall not unreasonably withhold their consent;
(c) The Title Company shall be committed to issue to Buyer at least one (1) business day prior the Closing a CLTA Title Policy insuring title to Closing the Deed Property vested in a recordable form, conveying Buyer in the Property, aggregate amount of the Purchase Price subject only to the permitted exceptionsrequirements and title exceptions shown on the title commitment delivered pursuant to Paragraph 4 to which Buyer has not objected. All endorsements thereto are at the sole cost of Buyer, unless purchased by Seller to cure a title exception to which Buyer has objected; and
(ii) Deliver to Purchaser and the Escrow Agent an Affidavit duly executed by Seller stating that Seller is not a “foreign person” as defined in the Federal Investment and Real Property Tax Act of 1980 and the 1984 Tax Reform Act.
C. At Closing (or prior thereto) if hereinafter specified, Purchaser shall:
(i) At least one (1) business day prior to Closing, deposit with the Escrow Agent for payment to Seller the full amount of the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, in immediately available funds;
(ii) Deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
D. The following shall be apportioned by the Escrow Agent with respect to the Property on the Closing Date, as if the Purchaser were vested with title to the Property during the entire day upon which Closing occurs:
(i) Real property taxes and incurring installment of special assessments, if any, levied against the Property;
(ii) If applicable, Seller shall cause final water, sewer, gas, electric and other utility meter readings to be made as of the Closing Date or as close thereto as reasonably possible, and shall cooperate so as to cause such utilities to be transferred to Purchaser without interruption of service. Seller shall pay the final bills rendered by each such utility. Purchase shall post any deposits required by the utility company. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller’s obligations to pay and final utility bills shall survive Closing.
E. The obligation of Purchaser to consummate the transaction hereunder shall be subject to all of the following conditions being satisfied on or before the Closing Date, any or all of which may be waived by Purchaser in its sole discretion:
(i) Seller shall have delivered to Purchaser or deposited with the Escrow Agent, as the case may be, all of the items required to be delivered to Purchaser or deposited with Escrow Agent pursuant to the terms of this Agreement.
(ii) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
(iiid) Seller shall have performed and observed all covenants and agreements of this Agreement the obligations required to be performed and observed by Seller as under this Agreement. If any of the Closing Dateforegoing conditions have not been satisfied or performed or waived in writing by Buyer during the Due Diligence Period (or, with respect to 6.4(a) through 6.4(d), prior to Closing), Buyer shall have the right, at Buyer's option, either: (i) to terminate this Agreement by giving written notice to Seller on or before the end of the Due Diligence Period, in which event all rights and obligations of Seller and Buyer under this Agreement shall expire, and this Agreement shall become null and void; or (ii) if such failure of condition constitutes a breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and remedies as may be provided for by law or in equity.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Retail Opportunity Investments Corp)
