Conditions Precedent to Closing. 5.01. The obligations of Buyer under this Agreement shall be subject to the satisfaction or waiver on or before the Closing Date of the conditions that all representations and warranties of Seller contained in this Agreement shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date. 5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date. 5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto. 5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer. 5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion. 5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH 5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Shepherd's Finance, LLC)
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Effective Date as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreementsnot have, covenants and conditions required by this Agreement to be performed by them 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.
10.1.2 As of the Closing, the Chicago Title Insurance Company ("Title Company") shall be irrevocably committed to issue to Buyer, upon payment of its regularly scheduled premium, its CLTA owner's policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Permitted Exceptions. If Seller for any reason is unable to deliver title to the Real Property subject only to the Permitted Exceptions or is unwilling to remove or otherwise cure any title matter that is not a Permitted Exception, then Buyer's sole remedy shall be to terminate this Agreement within five days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date.
5.02. In the event any ) and receive a return of the material conditions Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement. Notwithstanding the foregoing, it shall be a condition precedent to the obligations of Buyer are not satisfied or waived on or prior Buyer's obligation to the Closing Dateconsummate this transaction, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist that as of the Closing Date there are no monetary liens or monetary encumbrances not previously approved by Buyer encumbering the Property.
10.1.3 Seller shall have obtained, and delivered to Buyer prior to the Due Diligence Expiration Date, estoppels in form and substance satisfactory to Buyer (which Buyer acknowledges requires using the form required by such Lease for any government Tenant) from Tenants representing seventy percent (70%) of the leasable area of the Real Property that is leased and occupied as of the Effective Date (to be dated within forty-five (45) days of Closing). Within one (1) business day after Seller receives an executed estoppel from any Tenant, Seller shall deliver a copy there of to Buyer (and shall promptly thereafter send the original thereof to Buyer). Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer elects to proceed with any loan the purchase of the Property as of the Due Diligence Expiration Date and Buyer has not received, as of the Closing, estoppels from Tenants occupying one hundred percent (100%) of the leasable area of the Real Property, then at Closing, Seller shall also deliver to Buyer a "Seller's Estoppel" in the form attached hereto as Exhibit I with respect to each such Lease as to which no estoppel from the Tenant has been received.
10.2 The obligations of Sellers Seller pursuant to Buyer.this Agreement shall, at the option of Seller, be subject to the following conditions precedent:
5.05. On or before 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date, a Sales Agreement must be entered into and Buyer shall not have on or prior to closing, failed to meet, comply with Rxxx Homes, or a similar home builder (perform in any material respect any conditions or all hereinafter referred agreements on Buyer's part as required by the terms of this Agreement.
10.2.2 Seller's obligation to as “Builder”) for sell the purchase by Builder Property is subject to the condition precedent that approval of the sale is obtained from the Company board of directors of G REIT, Inc., which shall be deemed to have been obtained (and this condition shall in such case be deemed satisfied) unless Seller advises Buyer that the sale has been disapproved no less later than twenty-four two (242) lots owned business days after the Effective Date. If any such condition is not fully satisfied by the Company Closing (or such earlier applicable date as set forth above with respect to any specific condition), Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, the Deposit shall be returned to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as expressly provided in this Agreement. If Buyer notifies Seller of a form and substance acceptable failure to satisfy the conditions precedent set forth in this Section, Seller may, within five (5) days of receipt of Buyer's notice agree to satisfy the condition by written notice to Buyer, in its sole discretion.
5.06and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. At If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable Deposit shall be returned to Buyer and to BMH
5.07. At Closing the Company neither party shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHhave any continuing obligations hereunder.
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Conditions Precedent to Closing. 5.01. The obligations of Buyer under 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Agreement shall be Agreement, Purchaser’s obligation to close hereunder is subject to the satisfaction or waiver on or before the Closing Date each and all of the following conditions that all precedent:
A. All of Sellers’ representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof when made and also as of the Closing Date when remade.
B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser.
C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied.
D. At Closing, either Fidelity National Title Insurance Company or First American Title Insurance Company (each or together, as if such representations and warranties were made on and the context requires, in its capacity as title insurance company hereunder, the “Title Company”) will be committed to deliver to Purchaser one or more ALTA owner’s extended coverage title insurance policies (and, in the case of Properties in Texas, a standard form of Owner’s Policy of Title Insurance as prescribed by the Texas State Board of Insurance), insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Closing DatePurchase Price allocated to such Property set forth on Schedule I (each, a “Title Policy” and collectively, the “Title Policies”), provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Title Company, and that Seller shall have performed in (ii) all material respects all agreements, covenants and conditions necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1 (not including any such amounts to be paid by Sellers hereunder). In the event this Agreement to be performed by them on or prior is terminated due to the failure of a condition to Closing Dateother than a default hereunder by Purchaser or Seller, Purchaser and Sellers shall each bear one-half (1/2) of the cost of any cancellation fees charged by Title Company and Escrowee in connection with the issuance of commitments for the Title Policies and escrow services, respectively, and in the event this Agreement is terminated pursuant to a default hereunder by Purchaser or Seller, the defaulting party shall pay all of the cost of any cancellation fees charged by Title Company and Escrowee in connection with the issuance of commitments for the Title Policies and escrow services, respectively. The immediately preceding sentence shall survive the termination of this Agreement.
5.02(i) Albertsons Companies, LLC, a Delaware limited liability company, or (ii) upon a conversion of Albertsons Companies LLC into a corporation, that corporation, or (iii) upon a merger of Albertsons Companies LLC into a corporation, that surviving corporation (any of the foregoing, “Guarantor”), as guarantor under each lease, shall satisfy one of the following conditions: (a) a corporate family credit rating of not less than “B2” from Xxxxx’x Investors Service, Inc. or (b) a credit rating of not less than “B” from Standard and Poor’s Ratings Group. In Without limiting anything contained in Section 5.2, in the event any of the material foregoing conditions to the obligations of Buyer in this Section 6.1 are not satisfied or waived on or prior to (other than by reason of a default hereunder by Purchaser) and the Closing Datedoes not occur, then Buyer (a) Purchaser may terminate this Agreement, (b) Sellers shall cause Escrowee to refund immediately the Xxxxxxx Money Deposit to Purchaser, and cancel (c) Purchaser shall be entitled to reimbursement from Sellers for all Purchaser’s Costs and Expenses within two (2) business days after written request therefor by Purchaser, together with invoices and other documentation evidencing same as may be reasonably requested by Sellers This paragraph shall survive termination of this Agreement by delivery of written notice of such action to Sellers on such dateAgreement.
5.03. Proceeds of the Purchase Price are payable 6.2 In addition to Sellers as any other conditions to Sellers’ obligation to close set forth in Exhibit “C” attached hereto.this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the following conditions precedent:
5.04. No default A. All of Purchaser’s representations and warranties contained in this Agreement shall exist be true and correct in all material respects when made and also as of the Closing Date with any loan obligations of Sellers to Buyerwhen remade.
5.05. On or before the Closing DateB. All documents, a Sales Agreement must instruments and assurances required hereunder to be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred delivered to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable Sellers shall have been duly delivered to Buyer, in its sole discretionSellers.
5.06. At Closing the Company will enter into an Option C. All material covenants and agreements of Purchaser under this Agreement for the Purchase shall have been duly performed and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHsatisfied.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Albertsons Companies, LLC)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof hereof, and 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. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, the Closing Date management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as if a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any such representations condition is not fully satisfied by closing, Buyer shall so notify Seller and warranties were made on may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and as of Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.
9.7. If Buyer's acquisition of the Property is part of a tax-deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement. The obligations of Seller pursuant to this Agreement shall, at the option of Seller, be subject to the following conditions precedent:
9.8. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall have performed be true and correct in all material respects all agreementsas of the date hereof, covenants and conditions required by this Agreement to be performed by them Buyer shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer's part as required by the Closing Dateterms of this Agreement.
5.029.9. In The Lender has approved the event any of Loan Assumption on terms which release the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate Seller and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) current guarantors from liability for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretionLoan.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction or waiver of each of the following conditions (“Conditions Precedent”) on or before the Closing Date Contingency Date:
(a) Title/Survey. Seller, at its sole cost and expense, shall furnish to Purchaser as soon as possible, but in no event later than, within seven (7) business days after the Effective Date, the following: (i) a current title commitment for an extended coverage owner’s title insurance policy with respect to the Real Property issued by the Title Company (“Commitment”) together with copies of all underlying title documents listed in the Commitment (other than any of Seller’s financing documents), with the commitment of the conditions Title Company to insure fee title to the Real Property and to delete exceptions 1 through 5 with respect to the Real Property, and (ii) the most recent ALTA survey for the Real Property to the extent in Seller’s records. Purchaser, at Purchaser’s sole cost and expense, shall have the right to require (i) that all representations such survey be certified to Purchaser and warranties Purchaser’s lender, and (ii) that such survey be updated and revised to add any additional Table A items reasonably required by Purchaser or Purchaser’s lender. If the Survey discloses survey defects or other matters or if the Commitment shows exceptions or other matters that are objectionable to Purchaser, which are not attributable to the acts and/or omission of Seller contained Purchaser or its Affiliates, and/or the Title Company refuses to issue any endorsement requested by Purchaser which is otherwise available in this Agreement shall be true in all material respects as the State of Idaho due solely to the unique characteristic of the date hereof and as of Real Property, then Purchaser shall notify Seller, in writing (the Closing Date as if such representations and warranties were made on and as of the Closing Date“Title Notice”), and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or before the date that is ten (10) days prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Contingency Date, specifying any such objectionable matter. If Purchaser timely delivers the Title Notice, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Contingency Date, a Sales Agreement must Seller may provide Purchaser with adequate assurances in writing that any such objectionable matter will be entered into with Rxxx Homes, removed or a similar home builder (any or all hereinafter referred endorsed over to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.Purchaser’s satisfaction on
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof hereof, and 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. There shall be no material change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, the Closing Date management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as if a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any such representations condition is not fully satisfied by closing, Buyer shall so notify Seller and warranties were made on may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, and as upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to shall be performed by them on or prior to canceled and the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default Deposit shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable returned to Buyer and to BMHneither party shall have any further liability hereunder.
5.079.7. At Closing the Company shall enter into a management contract with BMH to handle administration If Buyer's acquisition of the Company and development and sales Property is part of a tax-deferred exchange pursuant to Section 1031 of the lots owned by Code, it is a condition precedent to the Company upon terms and conditions acceptable closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and BMHAccommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
8.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof, and 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.
8.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
8.3. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
8.4. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and as may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Closing Date as if Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
8.5. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such representations and warranties were made on and as of condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to shall be performed by them on or prior to canceled and the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default Deposit shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable returned to Buyer and to BMHneither party shall have any further liability hereunder.
5.078.6. At Closing the Company shall enter into a management contract with BMH to handle administration If Buyer's acquisition of the Company and development and sales Property is part of a tax-deferred exchange pursuant to Section 1031 of the lots owned by Code, it is a condition precedent to the Company upon terms and conditions acceptable closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and BMHAccommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Effective Date, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.02. In 10.1.2 There shall be no material adverse change in the event matters reflected in the Title Report, and there shall not exist any of material adverse encumbrance or title defect affecting the material conditions Property except for the Permitted Exceptions or matters to the obligations of Buyer are not be satisfied or waived on or at Closing.
10.1.3 Seller shall, no less than four (4) days prior to the Closing DateClosing, then deliver to Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds estoppel certificates for tenants representing seventy-five percent (75%) of the Purchase Price square feet which are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist leased by tenants as of the Closing Effective Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date(“Estoppel Threshold”), a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder which shall include Tenant Estoppels (any or all hereinafter referred to as “Builder”defined herein) for Titan, St. Paul’s and Verizon or their respective successors or assigns. Seller shall, pre-closing, cooperate with Buyer in obtaining, but shall not be obligated to obtain, any subordination, non-disturbance and attornment agreement requested by Buyer’s Lender, in the purchase form of Exhibit J attached hereto and incorporated herein by Builder from this reference, for any lease that does not contain automatic subordination language. All estoppel certificates shall be substantially in the Company form which such tenants are required to provide pursuant to the terms of no less than twenty-four each tenant’s respective lease, or, at Seller’s option, in the form of Exhibit G attached hereto and incorporated herein by this reference (24) lots owned by the Company in a form and substance acceptable to Buyer“Tenant Estoppel”). Seller, in its sole discretion, will add commercially reasonable content to the Tenant Estoppel, as requested, to satisfy Buyer’s lender. For purposes of the foregoing sentence, the determination of “commercially reasonable content” shall be determined by Seller in its sole discretion. Seller shall have no liability or responsibility for the information set forth in the estoppel certificates delivered by the tenants. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose materially adverse matters and/or are inconsistent with the documents delivered pursuant to Section 4.1.10. Buyer shall notify Seller within four (4) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, but in no event later than fifteen (15) days after Buyer’s disapproval of same, this Agreement shall terminate, Buyer shall receive a refund of the Deposit and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5.
5.06. At Closing 10.2 The obligations of Seller under this Agreement shall, at the Company will enter into an Option Agreement for the Purchase and Sale option of Real Property with Bxxxxxxx Xxxxxx HomesSeller, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not be subject to the abovefollowing conditions precedent:
10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and 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 Buyer’s part as required by the terms of this Agreement.
10.2.2 Seller shall have received approval of the Sale from all entities comprising Seller not later than twenty (20) business days following the Effective Date. Upon receipt of such approval, Seller shall immediately notify Buyer of such approval in writing (“Seller’s 10.2.2 Approval”). In the event Seller shall not receive such approval, Seller shall provide Buyer with written notice of such non-referenced agreement with Builder upon terms and conditions acceptable approval (“Seller’s 10.2.2 Notice”), terminate the Agreement, and, notwithstanding Section 2.1.1 of this Agreement, return the Deposit to Buyer within two (2) business days after Seller’s 10.
2.2 Notice, and neither party shall have any further obligations to BMH
5.07the other hereunder except Buyer’s indemnification under Section 5. At Closing If any such condition is not fully satisfied by Closing, the Company party in whose favor the condition runs shall enter into a management contract with BMH to handle administration notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, upon return of the Company Due Diligence Items and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in Section 10.1, Seller may, within ten (10) days of receipt of Buyer’s notice agree to satisfy the condition by written notice to Buyer, and development and sales Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. Closing may be delayed by Seller for up to ten (10) days after Seller’s receipt of Buyer’s notice to allow Seller time to satisfy such conditions. If Seller fails to timely cure any condition set forth in Section 10.1, this Agreement shall be canceled, Buyer shall receive a refund of the lots owned by the Company upon terms Deposit and conditions acceptable to Buyer and BMHneither party shall have any further liability hereunder.
Appears in 1 contract
Conditions Precedent to Closing. 5.01Section 15.01. The (a) Purchaser's obligations of Buyer to close title under this Agreement on the Closing Date shall be subject to the satisfaction or waiver of the following conditions precedent on or before prior to the Closing Date Date:
(i) all of the conditions that all Seller's representations and warranties of Seller contained made in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if (except to the extent such representations and warranties were made on and speak as of an earlier date, they shall be true in all material respects as of such earlier date); provided, however, that Purchaser shall be obligated to consummate the Closing Datewithout any adjustment in the Purchase Price if the aggregate amount of Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement is equal to or less than $25,000.00 (the "Basket Amount"). If the aggregate amount Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement exceeds the Basket Amount, Purchaser shall be entitled to recover such Losses in excess of the Basket Amount from Seller at Closing by means of an adjustment or credit to the Purchase Price, or after Closing, as applicable, in accordance with any Purchaser's Loss Notice delivered in accordance with Section 10.03 hereof; provided, however, that in no event shall Seller's liability hereunder, and Purchaser's credit on account thereof, exceed $250,000.00 (the "Maximum Credit Amount"). If the aggregate amount of any credits which Purchaser would otherwise be entitled to receive pursuant to this Section 15.01(a) exceeds the Maximum Credit Amount, then Purchaser shall have the right to terminate this Agreement and receive the return of the Downpayment (in which event neither party shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement); provided, however, that Purchaser shall not be permitted to terminate this Agreement if Seller elects (it being acknowledged that Seller shall have performed the right but not the obligation to make such election) to grant a credit to Purchaser at Closing in the aggregate amount by which the Losses exceeds the Basket Amount. In the event that there is a dispute as to whether Purchaser has incurred any Loss or Losses as a result of any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement, then, unless the aggregate amount thereof exceeds the Maximum Credit Amount, the Closing shall occur without adjustment regarding same; provided, however, that a portion of the Purchase Price equal to the disputed amount (up to the Maximum Credit Amount) shall be held in escrow by the Escrow Agent pending resolution of the dispute.
(ii) Seller shall have performed, in all material respects respects, all agreements, covenants obligations and conditions required agreements undertaken by this Agreement it herein to be performed by them on or prior to the Closing Date.
5.02. In (iii) Seller obtaining, at Seller's sole cost and expense, the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such dateParking Variance.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Assignment and Assumption of Lease Agreement (Standard Microsystems Corp)
Conditions Precedent to Closing. 5.019.1 The execution of the Sale and Purchase which is the purpose of this Agreement (payment of the price and delivery of the Shares), and thus the closing of the transaction which is the purpose of this Agreement are expressly conditional on the fulfilment of the provisions of this clause prior to the Closing Date (as such term is defined in clause 10).
9.2 The Conditions Precedent listed in Clause 9.3 (i), (ii) and (iii)(b) are for the sole benefit of the Purchaser except with respect to the consent provided for in Schedule 9.2, and the express waiver of the Conditions by Purchaser shall be equivalent to their performance for the purposes of this Agreement. In the event that the consent provided for in Schedule 9.2 has not been obtained: (i) the Purchaser will not be entitled to waive such condition 9.3(i) in respect of the consent contain in Schedule 9.2 and, (ii) Sellers shall not be entitled to sell or otherwise dispose of the Oil Tankers to which the consents in Schedule 9.2 refer for a period of one (1) year as from the Closing Date. Disposal or sale by Sellers in breach of (ii) above, shall entitle Purchaser to a penalty amounting to US Dollars THIRTY MILLION (30,000,000).
9.3 The obligations of Buyer under the Purchaser to complete the transaction contemplated in this Agreement shall be subject to:
(i) satisfaction of the condition that the counterparties to the satisfaction or waiver on or before agreements indicated in Schedule 9.3 attached herewith, grant their written consent to the Closing Date change of control that will result from the transaction contemplated in this Agreement,
(ii) XXXXX and NFT having transferred and excluded the Non Related Assets and Liabilities pursuant to Clause 6.1; and
(iii) no material adverse change in the business and undertaking of the conditions that all representations and warranties of Seller contained in this Agreement shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that Seller NFT Group shall have performed in all occurred after the 31st of December of 2003. For these purposes, material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to adverse change is defined as (a) the Closing Date.
5.02. In the event loss of any of the Oil Tankers or the LNG Vessels and/or (b) the termination or material conditions modification of either of the Oil Tankers Financing Agreements, the Oil Tankers Charter Party Agreements, the LNG Financing Agreements and/or LNG Charter Party Agreements, and/or (c) any oil spill having material and substantial adverse consequences and/or (d) any other material event which prevents the operation of the Oil Tankers or the LNG Vessels. (collectively the “Conditions Precedent”).
9.4 The Parties shall use their best joint efforts in order to obtain as soon as possible the obligations of Buyer are consents and authorizations referred to in Clause 9.3 above and both Parties shall diligently cooperate in preparing and executing any actions and documents which may be required to such effect.
9.5 The Seller’s Representative shall provide the Purchaser not satisfied or waived on or less than five [5] business days prior to Closing Date with: (a) written confirmation that the Non Related Assets and Liabilities have been transferred and excluded from NFT and XXXXX and (b) documentary evidence showing the consents obtained pursuant to Clause 9.3. (i).
9.6 Save for the exception provided for in Clause 9.7 below, in the event that five [5] business days prior to the Closing Date, then Buyer the Conditions Precedent referred to in Clause 9.3 (i) and Clause 9.3 (ii) above have not been met, the Purchaser may terminate and cancel this Agreement by delivery of written notice elect at its sole option either to;
(a) waive the non fulfillment of such action to Sellers on such date.Conditions Precedent except as provided for in Clause 9.2 and continue with the performance of this Agreement; or
5.03. Proceeds (b) terminate this Agreement, in which case the Purchaser shall recover the amount of the Purchase Price are payable to Payment on Account together with the interest accrued thereof and, additionally, the Sellers as set forth shall, only in Exhibit “C” attached hereto.
5.04. No default shall exist as the case of non fulfillment of the Closing Date with any loan obligations Condition Precedent provided in Clause 9.3(ii) and subject to clause 9.7, indemnify the Purchaser by means of Sellers a penalty on the amount of THIRTY MILLION DOLLARS USD 30,000,000
9.7 Should the exclusion of the Non Related Assets and Liabilities have not been carried out five [5] business days prior to Buyer.
5.05. On or before the Closing Date, the Sellers may notify in writing to the Purchaser, no later than three (3) days prior to the Closing Date, that the said exclusion has not been carried out and that an extension is needed in order to proceed with the exclusion. In such a Sales Agreement must case, the Closing Date shall be entered postponed for a period of ninety [90] calendar days upon the expiration of which if the exclusion of the Non Related Assets and Liabilities has not taken place, the Purchaser may elect at its sole option to proceed as established in Clause 9.6 (a) or Clause 9.6 (b) above. The non exclusion from XXXXX or NFT of bank debts amounting in aggregate up to 25,000,000 US$, will not be considered as a non fulfillment of the condition precedent 9.3 (ii). Should the Sellers decide that such debts are to remain in XXXXX or NFT at Closing Date, then: (i) any and all costs related to such debts’ early amortization will be borne entirely by the Sellers; (ii) the Sellers shall provide a certificate issued by the relevant bank to which the credit stands containing a statement on the exact amount, including but not limited to any related costs and expenses, required to fully amortize the relevant debt as on Closing Date (iii) such bank certificates will be included by the Sellers in the notice to be sent to Purchaser on April 15, 2004, together with any further information as described under Clause 2.6 and shall be taken into with Rxxx Homesaccount in order to calculate the Price Adjustments pursuant to Clause 2.5. Additionally, or the Sellers shall indemnify the Purchaser by means of a similar home builder (any or all hereinafter penalty in the amount of THIRTY MILLION DOLLARS USD 30,000,000 in case that, the Conditions Precedent above having been fulfilled, the Sellers breach their obligation to execute the Sale and Purchase which is the purpose of this Agreement.
9.8 In the event that the consents referred to as in paragraph 9.3.(i) in relation to the transfer of the Oil Tankers have not been obtained by the Closing Date, but all the consents corresponding to the LNG Vessels have been granted, then either of the parties may elect that the transactions contemplated in this Agreement be completed with respect to the LNG Business, for a price of USD ONE HUNDRED AND SEVENTY MILLION (USD 170,000,000) to be adjusted in accordance with Clause 2.5. For the purposes of this Clause 9.8, the references contained in this Agreement to the Shipping Business shall be deemed to be made, mutatis mutandi, to the LNG Business. In this event, any reference made in this Agreement to the Sellers shall be deemed to be made, mutatis mutandi, to NFT. As security for the Purchaser’s and the Sellers’ rights under this Clause 10.7, respectively, NFT hereby grants to the Purchaser a Call Option (the “BuilderLNG Call Option”) and the Purchaser hereby grants to NFT a Put Option (the “LNG Put Option”) as a means to purchase and sale all and only all the NFT Subsidiaries Shares under the same terms and conditions, mutatis mutandi, of this Agreement, as a means to acquire and transfer the LNG Business. The LNG Call Option will be exercised within a term of 15 business days after Closing Date. The LNG Put Option will be exercised within a term of 15 days after the expiration of the term of exercise of the LNG Call Option.
9.9 In the event that the consents referred to in paragraph 9.3.(i) referred to the transfer of the LNG Vessels have not been obtained by the Closing Date, the Purchaser may elect that the transactions contemplated in this Agreement be completed with respect to the LNG Business, for a price of USD ONE HUNDRED AND SEVENTY MILLION (USD 170,000,000) to be adjusted in accordance with Clause 2.5., and in this case, the Purchaser shall indemnify the Sellers of any costs, expenses, losses and damages vis a vis the banks due to such lack of consent. For the purposes of this Clause 9.9, the references contained in this Agreement to the Shipping Business shall be deemed to be made, mutatis mutandi, to the LNG Business. In this event, any reference made in this Agreement to the Sellers shall be deemed to be made, mutatis mutandi, to NFT. As security for the purchase by Builder from Purchaser’s rights under this Clause 9.9, NFT hereby grants to the Company of no less than twenty-four Purchaser a Call Option (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMHSecond LNG Call Option”) for as a means to purchase by BMH from and sale all and only all the Company of NFT Subsidiaries Shares under the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon same terms and conditions acceptable conditions, mutatis mutandi, of this Agreement, as a means to Buyer acquire and to BMH
5.07transfer the LNG Business. At The Second LNG Call Option will be exercised within a term of 15 business days after Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHDate.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations obligation of Buyer under this Agreement shall be to purchase the Property from Seller is subject to the satisfaction or waiver on or before the Closing Date of the conditions that following conditions, which may be waived in whole or in part by Buyer, but only in writing at or prior to Closing or by closing in the absence of any such writing.
(a) All of the Seller's obligations hereunder shall have been performed with regard to the Property;
(b) Seller must have good and marketable fee simple title to the Property, free and clear of all representations liens, encumbrances, covenants and warranties conditions, save and except those Permitted Exceptions listed in Section 4 hereof which have been approved by Buyer as set forth below, and no Building or other improvement on the Property shall encroach upon any land adjoining the Property. As set forth above, prior to Closing, Buyer must have approved of those exceptions set forth in Section 4. In the event Buyer makes objection to the legal status of the title to the Property prior to Closing, then the Seller contained in shall have a reasonable time, not exceeding sixty (60) days, to cure such objection, yet Seller shall have no obligation to cure any objection. If the Seller fails to cure such objection to title within sixty (60) days, then the Buyer may elect: (i) to proceed with the Closing pursuant to the terms of this Agreement, or (ii) to terminate its obligation to purchase the Property. In the event Buyer fails to notify Seller of its objections to the title to the Property prior to Closing, all objections to the title to the Property shall be waived by Buyer. Seller shall not cause any encumbrance to be placed on the Property between the date of this Agreement shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as ("New Encumbrances") except with the approval of the Closing DateBuyer which approval shall not be unreasonably withheld or delayed (provided Buyer shall have no obligation to approve any new lease of the Buildings), and that Seller shall have performed in the obligation to remove all material respects all agreements, covenants and conditions required such New Encumbrances (not approved as aforesaid by this Agreement to be performed by them Buyer) on or prior to the Closing Date.
5.02. In (c) Buyer must have procured by Closing (including a Phase II report, if Buyer deems necessary), an engineering report assessing the event any environmental condition of the material conditions to Property and the obligations of Buyer are not satisfied or waived Buildings located on or prior to the Closing DateProperty, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement report must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing (d) Buyer must have procured by Closing, engineering reports satisfactory to Buyer in its sole discretion, assessing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company condition of the thirtyroof, roof curbs, the electrical systems, plumbing systems, heating and cooling systems, compressors, built-seven in appliances, if any, and other mechanical systems within the Buildings, and the structural soundness of the Buildings located on the Property (37) remaining lots not the "Soundness"), and certifying that the Buildings have been constructed in accordance with all applicable laws, rules and regulations including zoning laws, other building codes and fire codes covering the same (the "Compliance"), and also engineering reports certifying that the Buildings including the roofs and the landscape surrounding the Property drains properly. Each of the reports referenced above must be acceptable to Buyer, in its sole discretion. In the event any such report is unacceptable to the Buyer (but subject to the provisions hereinafter contained), then in such event Seller shall either repair any of the above-referenced agreement with Builder items to good working order, or remedy any legal violation, as the case may be, or in the alternative, Seller shall notify Buyer that it will not repair or remediate (as the case may be), in which event, Buyer may terminate its obligations hereunder and the Xxxxxxx Money shall be returned to Buyer.
(e) Buyer must have received by Closing (at Buyer's sole cost and expense) a current "as-built" survey of the Property prepared by a registered land surveyor or engineer, certified to the title company and to Buyer in full ALTA form, sufficient to cause the title company to delete the standard printed survey exception (except as to matters occurring after the date of said surveys). If Buyer elects not to procure this survey, this condition will be deemed to have been waived.
(f) The Property (including any improvements thereon) shall be in substantially the same condition as of the date hereof and which is in a condition which has not materially diminished after the date of execution hereof subject, however, to normal wear and tear only, provided, in the event the Property is not in the condition described above prior to Closing, Seller shall have the right (but not the obligation) to restore the Property to the condition described in this subparagraph (f), and Buyer would not have a right to terminate this Agreement in the event of such restoration. Buyer shall be permitted to enter the Property at any time, and from time to time, upon terms reasonable notice (and conditions accompanied by Seller or Seller's representative) in order to satisfy itself that such condition has not materially diminished.
(g) Seller must have furnished to Buyer a standard lien waiver acceptable to Buyer Buyer's title insurance company certifying that no work has been done within the statutory lien period for mechanics and materialman's liens which has not been paid for, or, if any such work has been done, agreeing to BMH
5.07indemnify the title insurance company against any claims arising as a consequence of such work. At Closing the Company shall enter into a management contract with BMH to handle administration If any of the Company foregoing conditions in this Section 17 shall fail to be satisfied within the time period set forth for each condition with regard to the Property, Buyer may, at its election: (i) terminate its obligations to purchase the Property (in which event the Xxxxxxx Money and development all interest which has been earned thereon shall be paid to Buyer); or (ii) waive such condition and sales complete the purchase of the lots owned by Property without any reduction in the Company upon terms Purchase Price. Also, notwithstanding any provisions in this Section 17, if Buyer for any of the reasons stated elects not to complete the purchase of the Property on May 26, 1995, Seller shall have the right to terminate this Agreement and conditions acceptable return the Xxxxxxx Money and accrued interest to Buyer. In such event, neither Buyer nor Seller shall have any claims or causes of action against the other arising from such event, and BMHthis Agreement shall be of no further force or effect.
Appears in 1 contract
Conditions Precedent to Closing. 5.01The following are conditions precedent to Buyer's obligation to purchase the Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any condition precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earnxxx Xxxey shall be returned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer under and Seller hereunder (except provisions of this Agreement agreement which recite that they survive termination) shall terminate and be subject to the satisfaction of no further force or waiver on or before the Closing Date effect.
(a) All of the conditions that all Seller's representations and warranties of Seller contained in this Agreement shall have been true and correct when made and shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and correct as of the Closing Date.
(b) The physical condition of the Property shall be substantially the same on the Closing Date as on the date of Buyer's execution of this Agreement, except for reasonable wear and that Seller tear and loss by casualty (subject to the provisions of Paragraph 13, below) and repairs, replacements and improvements made with Buyer's written approval (which approval shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to not be performed by them on or prior to unreasonably withheld).
(c) As of the Closing Date.
5.02. In , there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the event Due Diligence Period and which, after Closing would, in Buyer's reasonable discretion, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and no proceedings shall be pending or threatened which would be likely to cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the material conditions Property or any property adjacent to the obligations Property.
(d) Seller shall deliver notices of Buyer are not satisfied or waived on termination at or prior to the Closing Date, then Buyer may terminate at no cost or expense to Buyer, any and cancel this Agreement by delivery of written notice of such action to Sellers on such dateall Service Contracts or other agreements affecting the Property that are not Assumed Contracts.
5.03. Proceeds (e) Seller shall have fully complied with all of the Purchase Price are payable to Sellers as set forth Seller's duties and obligations contained in Exhibit “C” attached heretothis Agreement.
5.04. No default (f) Seller shall exist as of have delivered to Buyer estoppel certificates ("Tenant Estoppels") within three (3) days prior to the Closing Date with any loan obligations of Sellers and dated effective no earlier than thirty (30) days prior to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company Date in a form and substance acceptable substantially similar to BuyerExhibit "L" attached hereto or in such other form as provided for in each applicable Lease, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC from tenants occupying eighty-five percent (“BMH”85%) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration square footage of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.Improvements currently under
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent:
10.1.1 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing.
10.1.2 Seller shall have obtained and delivered to Buyer estoppel certificates, substantially in the form attached hereto as Exhibit D, in accordance with their respective Leases, from the following tenants (collectively, the “Required Tenants”): (i) Boehringer Ingelheim Pharmaceuticals, Inc., (ii) Praxair, inc. and (iii) Honeywell International, Inc. An estoppel certificate from a Required Tenant shall be deemed to satisfy this condition precedent unless it discloses material adverse matters inconsistent with the applicable Lease. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate from a Required Tenant of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate from a Required Tenant because of a material adverse matter disclosed therein that is inconsistent with such Required Tenant’s Lease, and Seller is unable to obtain a reasonably acceptable estoppel certificate from such Required Tenant prior to the Closing, this Agreement shall, at Buyer’s option, terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. Seller shall request the Required Tenants and each tenant of the Property to execute an estoppel certificate and shall use commercially reasonable efforts to obtain an estoppel certificate from the Required Tenants and the other tenants of the Property; provided, however, the failure to obtain any estoppel certificate from tenants other than the Required Tenants shall not entitle Buyer to terminate this Agreement. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer’s notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition within such five day period and such condition is not waived by Buyer, this Agreement shall be subject to canceled and the satisfaction or waiver on or before the Closing Date of the conditions that all representations and warranties of Seller contained in this Agreement Deposit shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable returned to Buyer and to BMH
5.07. At Closing the Company neither party shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHhave any further liability hereunder.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date Date, and 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 if such representations required by the terms of this Agreement.
9.2. There shall be no change in the matters reflected in the Title Report, and warranties were made on and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller, whereupon the Due Diligence Items will be promptly returned to Seller, the Refundable Deposit shall be paid to Buyer, the Nonrefundable Deposit shall be retained by Seller and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as otherwise expressly provided herein.
9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of such notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement shall be canceled, whereupon the Due Diligence Items will be promptly returned to Seller, the Refundable Deposit shall be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable returned to Buyer, in its sole discretionthe Nonrefundable Deposit shall be retained by Seller and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as otherwise expressly provided herein.
5.069.7. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company If Buyer's acquisition of the thirtyProperty is part of a tax-seven (37) remaining lots not subject deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the above-referenced closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an exchange agreement with Builder upon terms and conditions acceptable to between Buyer and its accommodator. Seller agrees to BMH
5.07. At Closing execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the Company shall enter into a management contract with BMH scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHthis Agreement.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Datehereof, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.02. In 9.2 There shall be no change in the event matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
9.3 Effective as of closing, the management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller.
9.4 Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5 On the Close of Escrow, neither Seller nor any Major Tenant (as hereinafter defined) shall have filed a petition under any section of the Bankruptcy Code, as amended, or under any similar law or statute of the United States or any State thereof, nor shall Seller or any Major Tenant have been adjudged bankrupt or insolvent, nor shall any rearrangement of its debts have been requested by Seller or any Major Tenant; neither Seller nor any Major Tenant shall be insolvent and no receiver or trustee shall have been appointed for Seller or any of Seller's assets, or for any Major Tenant or any of the material conditions to assets of a Major Tenant. For purposes hereof, the obligations of Buyer are not satisfied or waived on or prior to the Closing Dateterm "Major Tenant" shall mean HEB, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing DateBeall's, a Sales Agreement must be entered into with Rxxx HomesTuesday Morning, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to BuyerChristian Faith Center, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx HomesThe Xxxxxxxxx Co., LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.Taco Cabana,
Appears in 1 contract
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction following conditions precedent:
10.1.1 No representation or waiver on or before the warranty shall have changed prior to Closing Date in such a way that constitutes a Material Adverse Change and no breach by Seller of the conditions that all its representations and warranties of Seller contained in this Agreement hereunder shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that have occurred. Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.02. In 10.1.2 There shall be no material adverse change in the event matters reflected in the Title Report, there shall not exist any of material adverse encumbrance or title defect affecting the material conditions Property except for the Permitted Exceptions or matters to be satisfied at Closing, and Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple title vested in Buyer, with coverage in the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds full amount of the Purchase Price and showing only those exceptions to title which are payable Permitted Exceptions, it being acknowledged that due to Sellers as set forth the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing or result in Exhibit “C” attached heretoany additional cost to Seller.
5.04. No default 10.1.3 Seller shall exist have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the square feet which are leased and occupied by tenants as of the Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Hilton Long Beach, US Customs, REMC Enterprises, Apriso, FBI, Medical Data Exchange, ACS Education Services and Ford Xxxxxx Xxxxxxxx, and each estoppel certificate shall be executed and delivered by the certifying tenant (collectively, the “Estoppel Delivery Condition”). Unless otherwise required by the terms of any specific Leases, Seller will request estoppels from all tenants of the Property in the form attached hereto as Exhibit G. Seller will request the estoppels no earlier than sixty (60) days after the Effective Date, provided, however, no estoppel will be issued as of a date more than forty-five (45) days prior to Closing. Prior to delivering the estoppels to tenants for review and execution, Seller shall deliver drafts of the estoppels to Buyer for review and approval, and Buyer will have two (2) business days to review the draft estoppels and notify Seller of any requested corrections or additions thereto. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, then, at Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit (including the Initial Deposit and the Additional Deposit), and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 5. If Buyer has not received the required amount of estoppels to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing, then Seller or Buyer shall be permitted to extend the Closing Date with any loan obligations until five (5) days after the receipt of Sellers all such estoppels, to Buyerpermit Seller to secure such estoppels to meet the Estoppel Delivery Condition, but in no event shall Seller extend Closing by more than thirty (30) days.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under In addition to the other conditions set forth in this Agreement Agreement, the following shall be subject conditions precedent to the satisfaction or waiver on or before parties’ obligation to close hereunder unless waived by the party benefiting from such contingency:
a. As to each party, all obligations to be performed by the other party hereunder prior to the Closing Date have been fully performed, and there shall be no uncured event of default or event on the part of such other party that, with the expiration of any grace period permitted by the Agreement, would constitute a default of such party.
b. As to each party, all of the conditions that all representations and warranties of Seller contained the other party set forth in this Agreement shall be true in all material respects and accurate as of Closing.
c. As to Buyer, Buyer has received the date hereof requisite percentage of Tenant Estoppels as set forth in Section 2.3.1(b).
d. As to Buyer, Buyer has received, or will receive at Closing, an assignment of any Lease Guarantees, including without limitation, any letters of credit, surety bonds or other guarantees or security provided by a tenant under the Leases, in form and substance satisfactory to Buyer as being legally effective to substitute Buyer for Seller as an assured party under such guarantee or security.
e. As to Buyer, Buyer has received, or will receive at Closing, a copy of the Closing Date as if such representations and warranties were made on and as termination of the Closing DateContracts rejected by Buyer pursuant to Section 2.7.1, and or other evidence reasonably satisfactory to Buyer that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to neither the Buyer nor the Property will be performed by them on or prior obligated under the rejected Contracts subsequent to the Closing Date.
5.02. In the event any f. As to each party, all terms and conditions of Section 1.13(b) of the material conditions Deed of Trust shall have been satisfied, Lender shall have approved in writing the transfer of the Property to Buyer and the Loan Assumption and Lender shall have fully released and discharged Seller and the Guarantors from all liabilities and obligations under or with respect to the Loan, except for any liabilities and obligations of Buyer are not satisfied Seller and the Guarantors that expressly survive assignment, transfer or waived on or prior to repayment of the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such dateLoan (the “Lender Approval”).
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable g. As to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase Buyer and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject Lender shall have agreed to the above-referenced agreement New Loan Documents, including loan modifications reasonably required by Buyer in connection with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHLoan Assumption.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Conditions Precedent to Closing. 5.018.1 The Seller’s conditions precedent The Seller shall not be obliged to perform its obligations at Closing as set forth in Clause 9.2 unless the following conditions precedent are satisfied (or waived by the Seller) not later than at Closing:
1. There shall not have been any material adverse changes in the assets, condition, or prospects of the Buyer since 31 December 2015;
2. The obligations of Buyer under Buyer’s Representations and Warranties and any certificate or other writing delivered pursuant to this Agreement shall be subject qualified as to the satisfaction or waiver on or before the Closing Date of the conditions that all representations and warranties of Seller contained in this Agreement materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects as of the date hereof respects, at and as of the Closing Date as if such representations and warranties were though made on and as of the Closing DateDate (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and that warranties shall be so true and correct as of such earlier date);
3. The other parties to the ROFR Agreement and Voting Agreement shall have consented to the Seller becoming a party to such agreements on the terms contemplated in connection with the Seller’s acceptance of becoming a party to these;
4. No litigation, injunction, order or other similar legal proceeding shall have been instituted against Buyer, which litigation, injunction, order or proceeding is reasonably likely to restrain in any material adverse way or prohibit the consummation of the transaction contemplated by this Agreement; and
5. The Buyer shall have performed and complied in all material respects all agreements, covenants with its obligations under this Agreement prior to and conditions required at Closing so that the transaction contemplated by this Agreement is not in any material respect adversely affected. JKM/JKM/1037031 16 MAY 2016
8.2 The Buyer’s conditions precedent The Buyer shall not be obliged to be performed by them on or prior to the perform its obligations at Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.Clause 9.3 unless the following conditions precedent are satisfied (or waived by the Buyer) not later than at Closing:
5.041. No default There shall exist not have been any material adverse changes in the assets, condition, or prospects of the Business since the last statutory accounts date (for the statutory accounts accounting for the Business) or any material change in the ability of the Business to operate on a stand-alone basis after the Closing Date in accordance with the financial and business projections provided by the Seller to the Buyer;
2. The Seller’s Representations and Warranties and any certificate or other writing delivered pursuant to this Agreement qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date with any loan obligations as though made on and as of Sellers the Closing Date (except to Buyer.the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date);
5.053. On or before The Seller shall have executed and delivered a counterpart signature page agreeing to become a party to the ROFR Agreement and Voting Agreement;
4. The Seller shall have executed and delivered the Adoption Agreement;
5. The Seller shall have executed and delivered the Observer Agreement;
6. Each director and officer of the Subsidiaries shall have delivered their written resignations effective as of the Closing Date;
7. The Seller shall have delisted the Seller’s capital stock from the Oslo Axxes (Oslo Stock Exchange) and terminated its registration under applicable Law;
8. The Seller shall have obtained and delivered to Buyer the Required Consents;
9. The Seller has documented that the transaction contemplated by this Agreement has been duly and finally approved by the shareholders of the Seller at an extraordinary general meeting (EGM) by equivalent action with the required majority;
10. The Seller has documented prior to or at the time of Signing that the majority shareholder of the Seller, Sorana A/S, has in writing committed to vote in favour of this Agreement in a general meeting of the Seller to be held between Signing and Closing;
11. No litigation, injunction, order or other similar legal proceeding shall have been instituted against Seller, which litigation, injunction, order or proceeding is reasonably likely to restrain in any material adverse way or prohibit the consummation of the transaction contemplated by this Agreement; and JKM/JKM/1037031 17 MAY 2016
12. The Seller shall have performed and complied in all material respects with its obligations under this Agreement, including without limitation the obligations set forth in Clause 13.1, prior to and at Closing so that the transaction contemplated by this Agreement is not in any material respect adversely affected.
8.3 The Parties shall use their best efforts and act in good faith to ensure that the conditions precedent set forth in Clauses 8.1 and 8.2 are satisfied not later than on 15 July 2016 or, failing to meet the said date, as soon as possible thereafter.
8.4 The Buyer shall expedite the filing of all required notifications to any competition authorities. To this end the Parties and their legal advisers shall work together and shall without undue delay share all information relevant for the notification procedures, including any and all filings and correspondence with the competition authorities, unless the sharing of such information is contrary to applicable Law, in which case such information shall only be shared on an external counsel-to-counsel basis, to the extent legally permissible.
8.5 If any of the conditions precedent set forth in Clauses 8.1 and/or 8.2 is not satisfied and is not capable of being satisfied as part of Closing (and such condition precedent is not waived by the Party who may waive the condition precedent) on 31 August 2016 at the latest, or on such other date as the Parties may subsequently agree upon, the Seller and/or the Buyer, as applicable (depending upon which of the Parties that may waive the condition precedent), may not later than on the tenth (10th) Business Day after that date terminate this Agreement with immediate effect by written notice to the other Party, failing which notice this Agreement shall be consummated as contemplated herein, unless prohibited by law. Notwithstanding the above, a Sales Party may not rely on the failure of any condition precedent to be satisfied as grounds for terminating this Agreement must be entered into with Rxxx Homes, if such failure is caused by such Party’s breach of its obligation to use its best efforts or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company act in a form and substance acceptable good faith to Buyer, in its sole discretionensure that such condition precedent is satisfied.
5.06. At Closing the Company will enter into an Option 8.6 In case of termination of this Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company as set forth in Clause 8.5 neither of the thirty-seven Parties shall have any liability towards the other unless the reason why the condition(s) precedent was (37were) remaining lots not subject satisfied is a consequence of any of the Parties being in breach of any of its obligations under this Agreement, including a breach of any of its representations and warranties given in this Agreement. For clarity and the avoidance of doubt, the Seller’s obligation to obtain and deliver the Required Consents as set out in Clause 8.2.8 is a commercially reasonable effort obligation as described in Clause 4.2.1. In case of any termination of this Agreement caused by a Party being in breach of any of its obligations under this Agreement, the other Party shall be entitled to exercise any remedy available according to this Agreement. JKM/JKM/1037031 18 MAY 2016
8.7 Each of the Parties undertakes as soon as reasonable practicable to disclose in writing to the above-referenced agreement with Builder upon terms and conditions acceptable other any circumstance or fact that will or is reasonably likely to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration prevent any of the Company and development and sales conditions precedent from being satisfied upon becoming aware of such circumstance or fact. Moreover, each of the lots owned by Parties undertakes to inform the Company upon terms and conditions acceptable to Buyer and BMHother in writing as soon as reasonable practicable when such Party has become aware that a condition precedent has been satisfied.
Appears in 1 contract
Samples: Business Transfer Agreement
Conditions Precedent to Closing. 5.01The following are conditions precedent to Buyer's obligation to purchase the Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing or by the occurrence of Closing. In the event any condition precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earnxxx Xxxey shall be returned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer under and Seller hereunder (except provisions of this Agreement agreement which recite that they survive termination) shall terminate and be subject to the satisfaction of no further force or waiver on or before the Closing Date effect.
(a) All of the conditions that all Seller's representations and warranties of Seller contained in this Agreement shall have been true and correct when made and shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and correct as of the Closing Date.
(b) The physical condition of the Property shall be substantially the same on the Closing Date as on the date of Buyer's execution of this Agreement, except for reasonable wear and that Seller shall have performed in all material respects all agreementstear and loss by casualty (subject to the provisions of Paragraph 13, covenants below), condemnation and conditions repairs, replacements and improvements made with Buyer's written approval or those required by this Agreement to be performed by them on or prior to any Lease.
(c) As of the Closing Date, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the Due Diligence Period and no proceedings shall be pending or threatened which could or would cause the redesignation or other modification of the zoning classification of the Property.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on (d) Seller shall terminate at or prior to the Closing Date, then Buyer may terminate at no cost or expense to Buyer, any and cancel this Agreement by delivery of written notice of such action to Sellers on such dateall Service Contracts or other agreements affecting the Property that are not Assumed Contracts.
5.03. Proceeds (e) Seller shall have substantially complied with all of the Purchase Price are payable to Sellers as set forth Seller's duties and obligations contained in Exhibit “C” attached heretothis Agreement.
5.04. No default (f) There shall exist as have been no material adverse change, in the Preliminary Documents reviewed and approved by Buyer during the Due Diligence Period.
(g) Seller shall have delivered to Buyer tenant certificates ("Tenant Certificates") within thirty (30) days of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable substantially similar to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement Exhibit "L" attached hereto from tenants under Leases accounting for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC eighty percent (“BMH”80%) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned gross revenue being currently generated by the Company upon terms and conditions acceptable to Buyer and BMHProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under Purchaser pursuant to this Agreement shall Contract shall, at the option of Purchaser, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
A. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as date of the Closing Dateclosing, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Contract.
5.02B. There shall be no change in the matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Commitment except for the Permitted Exceptions or matters to be satisfied at closing.
C. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Property not shown on the Survey.
D. Purchaser shall have received executed originals or copies, certified by Seller as being true and correct, of all Leases and Permits, including all warranties, licenses and permits in Seller's possession relating to the Property, all of which shall, at Purchaser's option, be assigned to Purchaser or its designee at closing.
E. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
F. Seller shall have delivered to Purchaser an estoppel letter from each Tenant not affiliated with Purchaser, which letter shall be in form and substance substantially identical to the estoppel letter attached hereto as Exhibit J and, in addition, a letter from Seller addressed to each such Tenant --------- informing such Tenant of the change in ownership of the Property. In the event that any estoppel letter reveals a material default in any lease or does not confirm that the lease terms are substantially the same as represented in the rent roll provided to Purchaser, Purchaser shall have the right to terminate this Contract. For purposes of this subparagraph H, the term "substantially the ----------------- same" shall mean that there is no material variance in lease terms from those ---- set forth in the rent roll delivered by Seller pursuant to Article III hereof. Notwithstanding the foregoing, if Purchaser has the right to terminate by virtue of the material conditions terms of this section, Seller may provide an indemnification to Purchaser, which indemnification must be in form and content and from an indemnitor reasonably satisfactory to Purchaser, for any amounts that may be lost by virtue of the obligations variance in lease terms, in which case Purchaser's right to terminate shall be void and of Buyer are not satisfied or waived on or prior to the Closing Dateno effect. Purchaser agrees that US West Real Estate, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such dateInc., a Colorado corporation, is a satisfactory indemnitor.
5.03G. Seller shall have delivered to Purchaser a current Non-Residential Use Permit for Building 6 and for Building 15 and a current Non-Residential Use Permit for the space occupied by each tenant at Building 6 or Building 15, as applicable.
H. Seller shall have recorded that certain Amendment No. Proceeds 1 to Amended and Restated Declaration of Protective Covenants and Restrictions for Dulles Corner now in escrow at Chicago Title Company.
I. The parties shall have entered into a mutually acceptable agreement regarding operation of the Purchase Price are payable to Sellers as fitness club incorporating and elaborating on the items set forth in Exhibit “C” O attached hereto.
5.04. No default --------- If any such condition is not fully satisfied by closing, Purchaser may terminate this Contract by written notice to Seller whereupon this Contract may be cancelled, the Deposit shall exist as be paid to Purchaser and, thereafter, neither Seller nor Purchaser shall have any continuing obligations hereunder. Notwithstanding anything to the contrary contained in this Article VIII, if Purchaser notifies Seller that Purchaser elects to terminate this Contract on account of a failure to satisfy the Closing Date with any loan obligations of Sellers conditions precedent set forth in this Article VIII, Seller may, by written notice to Buyer.
5.05. On Purchaser given on or before the Closing Dateclosing date, a Sales Agreement must agree to satisfy the condition, and Purchaser shall thereupon be entered into with Rxxx Homesobligated to close the transaction, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject provided such cure is effectuated prior to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration date of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHclosing.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof hereof, and 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. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, the Closing Date management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as if a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any such representations condition is not fully satisfied by closing, Buyer shall so notify Seller and warranties were made on may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer’s Notices agree to satisfy the condition by written notice to Buyer, and as of Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to shall be performed by them on or prior to canceled and the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default Deposit shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable returned to Buyer and to BMHneither party shall have any further liability hereunder.
5.079.7. At Closing the Company shall enter into a management contract with BMH to handle administration If Buyer’s acquisition of the Company and development and sales Property is part of a tax-deferred exchange pursuant to Section 1031 of the lots owned by Code, it is a condition precedent to the Company upon terms and conditions acceptable closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and BMHAccommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller’s cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.
Appears in 1 contract
Conditions Precedent to Closing. 5.018.01. The obligations of Buyer under this Agreement Highwoods to purchase the Property from Owner and meet its other obligations hereunder shall be subject to the following conditions precedent, any of which may be waived by Highwoods in writing at the Closing:
(a) All of the representations and warranties of Owner made herein shall be true and correct in all material respects as of the Closing ("actual knowledge" or the "best knowledge" of Owner as set forth in said representations and warranties, for the purposes of this subparagraph 8.01 only, shall be deemed to include knowledge acquired by Owner subsequent to the date hereof and prior to Closing).
(b) Owner's obligations with respect to the Property as set forth herein shall have been performed.
(c) Title to the Property must be insurable in accordance with the Title Commitment, with no exceptions to title other than the Permitted Exceptions, and Highwoods must be able to obtain a title insurance policy from the Title Company in accordance with such Title Insurance Commitment with payment of only standard title insurance premiums.
(d) The Property must be in the same condition as of the date of this Agreement, ordinary wear and tear excepted, and subject to the specific provisions set forth herein related to condemnation and casualty.
(e) Owner shall have delivered to Highwoods tenant estoppel certificates in the form attached hereto as EXHIBIT H (or in the form attached to any Lease and made a part thereof, provided such form has been approved by Highwoods) dated not more than thirty (30) days prior to Closing from tenants occupying 80% of the net rentable space in the Building. Owner agrees to send estoppel certificates to all tenants of the Property and request that the same be completed and returned to Owner for delivery to Highwoods. If Highwoods has not received satisfactory estoppel certificates from tenants occupying at least 80% of the net rentable space in the Buildings on or before Closing, then Highwoods may terminate this Agreement, but except for such termination, Highwoods shall have no further remedy against Owner for the failure of the condition precedent set forth in this Subsection 8.01(e). If Highwoods does not so terminate this Agreement, then the condition precedent set forth in this Subsection 8.01(e) shall be deemed waived and of no further force or effect.
(f) All management fees due any property manager of the Property, and leasing commissions due arising out of any leases of the Property (even if such commissions are due over time after the Closing) shall be paid in full by Owner at Closing.
(g) No Tenant of 5% or more of the leasable space in any Building shall have become a debtor in a proceeding under Title 11 of the United States Bankruptcy Code or, the subject of any other insolvency proceeding, including state receivership proceedings or a proceeding for the assignment for the benefit of creditors under any state law.
(h) Highwoods shall have received a fully-executed, full service lease between Seller and Branch Banking and Trust Co. on terms acceptable to Highwoods, including without limitation, a new minimum lease term of five (5) years (the "BB&T Lease"). Highwoods shall have seven (7) business days to review and approve or disapprove the provisions of the BB&T Lease. If Highwoods has not objected to any provision of the BB&T Lease within seven (7) days after delivery thereof to Highwoods, then in such event Highwoods shall be deemed to have approved the BB&T Lease.
(i) Highwoods Investment Committee shall have approved this transaction, with said approval to have been given prior to the end of the Inspection Period. In the event any of the aforesaid conditions precedent are not fulfilled, Highwoods may only (i) terminate its obligations hereunder, (ii) waive any such failure and close in accordance with the terms hereof, or (iii) require Owner to use its best efforts to perform its obligations as elsewhere set forth herein and as limited by other provisions of this Agreement.
8.02. The obligations of Owner under this Agreement are subject to the satisfaction of each of the following conditions on or waiver before the Closing Date, any of which may be waived by Owner, and Highwoods agrees to cause the conditions described in clauses (a) and (b) below to be so satisfied: (a) all the terms, covenants, and conditions of this Agreement to be complied with and performed by Highwoods on or before the Closing Date of shall have been duly complied with and performed in all respect; (b) the conditions that all representations and warranties of Seller Highwoods contained in this Agreement shall be true and correct in all material respects as of the date hereof at and as of the Closing Date with the same force and effect as if though such representations and warranties were had been made on and as of the Closing Date, except for any changes which have been disclosed to Owner in writing and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied expressly approved or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth Owner in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.writing; and
Appears in 1 contract
Samples: Contract of Sale and Purchase (Yager Kuester Public Fund 1986 Limited Partnership)
Conditions Precedent to Closing. 5.01. The obligations Purchaser’s obligation to close the acquisition of Buyer the Property pursuant to this Agreement is conditioned on all of the following:
5.1 No material adverse change in the physical condition of the Property shall have occurred since the Effective Date that has not been cured by Seller as of the Closing Date to the satisfaction of Purchaser after reasonable inspection.
5.2 Purchaser shall have obtained any and all necessary or desirable governmental entitlements, approvals and permits for its ownership and continued operation of the Facility.
5.3 Seller has set forth on Exhibit C attached hereto a list of the name, address of each person or lender (together with a contact person with phone number and email, loan numbers, principal and accrued interest) which owns or holds any Monetary Liens that encumber the Property and which must be fully satisfied at Closing, and in the case of the 2006 Lease and the August 18, 2015 Lease, must be terminated at Closing, in both cases, in order for Seller to convey good title to the Property to Purchaser free and clear of all liens and encumbrances and it shall be the Seller’s obligation under this Agreement shall be subject to deliver to Purchaser prior to Closing valid pay-off letters with respect to those Monetary Lines in form and substance satisfactory to Purchaser and the satisfaction or waiver on or before Title Company in their reasonable discretion.
5.4 All required consents and approvals for the Closing Date sale of the conditions that all representations Property by Seller shall have been obtained by Seller and warranties evidence thereof shall have been delivered to Purchaser.
5.5 Purchaser shall have received an owner’s title insurance policy subject only to standard exceptions acceptable to Purchaser.
5.6 Purchaser shall have received such independent valuations and appraisals supporting the Purchase Price as it or its ultimate Section 501(c)(3) parent entity has determined in its sole discretion as are necessary or appropriate for this transaction.
5.7 All of Seller Seller’s covenants and obligations contained in this Agreement shall have been performed by Seller as of Closing, and all of Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof Effective Date and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing DateClosing.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Global Healthcare Reit, Inc.)
Conditions Precedent to Closing. 5.018.1 Purchaser's Conditions to Closing. The obligations of Buyer Purchaser's obligation to close under this Agreement Contract shall be subject to and conditioned upon the satisfaction or waiver on or before fulfillment of the following conditions precedent:
8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing Date pursuant to the terms and conditions hereof shall have been delivered;
8.1.2 Each of the conditions that all representations and warranties of Seller contained in this Agreement Seller's Representations shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that ;
8.1.3 Seller shall have complied with, fulfilled and performed in all material respects all agreementseach of the covenants, covenants terms and conditions required by this Agreement to be complied with, fulfilled or performed by them on or prior Seller hereunder; and
8.1.4 Neither Seller nor Seller's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the Closing Date.
5.02contrary, there are no other conditions to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. In the event If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of the material foregoing conditions and proceed to the obligations of Buyer are not satisfied or waived Closing on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any loan obligations of Sellers its remedies pursuant to Buyer.
5.05Section 10.2. On If the condition set forth in Section 8.1.2 is not met, Seller shall not be in default pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Purchaser's election to terminate this Contract and receive a return of the Deposit from the Escrow Agent, or before (ii) waive such condition and proceed to Closing on the Closing Date, a Sales Agreement must be entered into Date with Rxxx Homes, no offset or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder deduction from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretionPurchase Price.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Conditions Precedent to Closing. 5.01. The obligations obligation of Buyer under Purchaser to close this Agreement shall Contract shall, at the option of Purchaser, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
a. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Dateat closing, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Date.terms of this Contract;
5.02. In b. There shall be no material adverse change in the event matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Commitment except for the Permitted Exceptions;
c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey;
d. No material and substantial change shall have occurred with respect to the Subject Property which would in any way affect the findings made in the inspection of the material conditions Subject Property described in Article VI hereinabove; and
e. Purchaser obtaining, at its sole cost and expense, an ALTA Owner Policy of Title Insurance (the "Title Policy") insuring Purchaser in the amount of the purchase price that Purchaser has acquired good and marketable title to the obligations of Buyer are not satisfied or waived on or prior Subject Property, subject only to the Closing DatePermitted Exceptions. Purchaser shall be entitled to request the Title Company to provide at Purchaser's sole cost and expense, then Buyer such endorsements (or amendments) to the Title Policy as Purchaser may reasonably require so long as such endorsements or amendments do not impose additional liability on Seller nor delay the closing. If any such condition is not fully satisfied by closing, Purchaser may terminate and cancel this Agreement Contract by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of Seller whereupon this Contract shall be cancelled, the Purchase Price are payable xxxxxxx money deposit (less $100.00) shall be returned to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned Purchaser by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Title Company and development and sales of thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHother.
Appears in 1 contract
Conditions Precedent to Closing. 5.01Within ten (10) days from the date of execution of this Contract, Seller shall submit to Purchaser, for Purchaser’s approval, the declaration of covenants, conditions and restrictions which Seller will adopt for the purpose of regulating development of the residential subdivision which will include the Subject Property as well as other property owned by Seller. This declaration must expressly provide that property subject to the declaration may be developed for time share use and that time share use is a permitted use thereunder. Purchaser shall have five (5) days from the date on which Seller provides Purchaser with a copy of the proposed declaration within which either to approve or disapprove the proposed declaration; if Purchaser approves the declaration, then Seller will record the declaration and provide Purchaser with a copy of the recorded declaration within five (5) days from the date on which Purchaser notifies Seller in writing that Purchaser has approved the declaration. If Purchaser does not approve Seller’s proposed declaration, then Purchaser may terminate this Contract by written notice to Seller at any time prior to the expiration of the Inspection Period, whereupon this Contract shall be cancelled, the xxxxxxx money (less $100.00) shall be returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other. Within forty-five (45) days from the date of execution of this Contract, Purchaser shall submit to Seller for Seller’s approval Purchaser’s plans for development of a time share project at the Subject Property. Purchaser’s plans shall include a site plan, grading and drainage plans, landscaping plans, plans for access to and from the Subject Property, and plans for the exterior appearance, color and texture of any buildings to be constructed on the Subject Property. If for any reason Seller has not approved Purchaser’s plans prior to the expiration of the Inspection Period, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract shall be cancelled, the xxxxxxx money (less $100.00) shall be returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other. The obligations obligation of Buyer under Purchaser to close this Agreement shall Contract shall, at the option of Purchaser, be subject to the satisfaction or waiver on or before the Closing Date following additional conditions precedent:
a. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Dateat each closing, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to each closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the Closing Dateterms of this Contract.
5.02. In b. There shall be no change in the event matters reflected in the Title Commitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Commitment except for the Permitted Exceptions.
c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey.
d. No material and substantial change shall have occurred with respect to the Subject Property which would in any way affect the findings made in the inspection of the material conditions Subject Property described in Article VI hereinabove. If any such condition is not fully satisfied at the time of each closing hereunder, Purchaser may terminate this Contract by written notice to Seller whereupon this Contract shall be cancelled, all xxxxxxx money (less $100.00) shall be returned to the Purchaser, and thereafter neither Seller nor Purchaser shall have any continuing obligations of Buyer are not satisfied or waived on or prior to one unto the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such dateother.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, unless expressly waived by Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof hereof, and 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. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to closing, effective as of closing, all management and brokerage agreements affecting the Closing Date Property shall be terminated by Seller and any and all termination fees incurred as if a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated and maintained the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any such representations condition is not fully satisfied by closing, Buyer shall so notify Seller and warranties were made on may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the full Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and as of Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and the full Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.
9.7. Because Buyer's acquisition of the Property is intended to be part of a tax-deferred exchange pursuant to Section 1031 of the Code, Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that Seller no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.
9.8. It shall be a condition precedent to Buyer's obligation to close that Buyer shall not have performed in all material respects all agreements, covenants and conditions required by terminated this Agreement because of the inability of Buyer to secure Acceptable Financing (hereafter defined) within the Financing Contingency Period (hereafter defined). Buyer shall diligently endeavor to secure Acceptable Financing (hereafter defined) during the period which ends December 19, 2005 (the "Financing Contingency Period"). For purposes of this Section, "Acceptable Financing" shall mean a loan in an amount no less than 70% loan to value, with an interest rate of no more than 7%, amortized over no less than 20 years, with no more than a 1% origination fee. If Buyer is unable to secure a commitment for Acceptable Financing within the Financing Contingency Period, Buyer may, within the Financing Contingency Period, terminate this Agreement, in which case the full Deposit shall be performed by them on or prior refunded to the Closing Date.
5.02Buyer. In the event any Buyer terminates the Agreement during the extended Financing Contingency Period, all of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default Deposit shall exist as of the Closing Date with any loan obligations of Sellers be refunded to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing DateClosing, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.029.2. In There shall be no change in the event matters reflected in the Title Information Documents , and there shall not exist any of encumbrance or title defect affecting the material conditions Property not described in the Title Information Documents except for the Permitted Exceptions or matters to the obligations of be satisfied at Closing.
9.3. Unless Seller receives notice from Buyer are not satisfied or waived on or at least thirty (30) days prior to Closing, effective as of Closing, the Closing Datemanagement agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any such condition is not fully satisfied by Closing, then Buyer shall so notify Seller and may terminate and cancel this Agreement by delivery of written notice to Seller whereupon this Agreement may be canceled, upon return of such action the Due Diligence Items, the Deposit shall be paid to Sellers on such dateBuyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
5.039.6. Proceeds If Buyer notifies Seller of a failure to satisfy the Purchase Price are payable to Sellers as conditions precedent set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as this paragraph, Seller may, within five (5) days of receipt of Buyer’s notices agree to satisfy the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase condition by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable written notice to Buyer, in its sole discretion.
5.06and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. At If Seller fails to agree to cure or fails to cure such condition by the Closing date, this Agreement shall be canceled and the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.
9.7. Seller agrees to BMH
5.07. At Closing the Company shall enter into cooperate and execute such documents or instruments as may be necessary or appropriate to allow Buyer to complete a management contract with BMH tax-deferred exchange pursuant to handle administration Section 1031 of the Company IRS Code and development Seller’s cooperation in such regard, shall be at no additional cost, expense, or liability whatsoever to Seller, and sales that no additional delays in the scheduled Close of the lots owned Escrow are incurred unless mutually agreed upon by the Company upon terms and conditions acceptable all parties to Buyer and BMHthis Agreement.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations following conditions shall exist at the time of Buyer under this Agreement Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Purchaser) of each such condition:
A. Seller shall have delivered to Purchaser an estoppel certificate (a “Tenant Estoppel”) from those tenants listed on Exhibit K attached hereto (the “Required Tenant Estoppels”), and Seller will use commercially reasonable efforts to obtain Tenant Estoppels from all other tenants at the Property, substantially in the form of the tenant estoppel certificate attached hereto as Exhibit G, or before is such form as is required by a Lease, dated after the Effective Date. Closing Date may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the foregoing Tenant Estoppels.
B. Seller shall have used commercially reasonable efforts to deliver estoppel certificates dated after the effective date for any reciprocal easements agreement identified by Purchaser during the Title Review Period in the form and to the extent required under such agreements (the “REA Estoppels”). Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the REA Estoppels.
C. The Title Company will be in a position to issue a policy of title insurance to Purchaser in the full amount of the Purchase Price showing title vested in the Purchaser, subject only to the Permitted Exceptions.
D. SNDAs for all recorded Leases and all Leases required by Purchaser’s lender, in form and substance reasonably acceptable to Purchaser’s lender. If any one or more of the conditions that all representations and warranties of Seller contained in this Agreement shall be true in all material respects set forth above are not satisfied as of the date hereof specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and as make full Closing under this Agreement without any adjustment in the Purchase Price, (b) further extend Closing for up to thirty (30) days to allow Seller additional time to satisfy the conditions, or (c) terminate this Agreement, whereupon the Deposit will be paid to the Purchaser and Seller and Purchaser shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to waive some or all of the Closing Date foregoing conditions as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, determined in its sole and absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing and executed by Purchaser.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Broad Street Realty, Inc.)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall be subject to the satisfaction or waiver on or before the following conditions precedent to Closing Date (any of which may be waived in writing by Buyer in its sole discretion):
9.1. All of the conditions that all representations and warranties of Seller contained set forth in Section 7.1 shall be true and correct in all material respects as of the Closing, and all of the other representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Datehereof, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.029.2. In There shall be no material adverse change in the event matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or Title Defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing.
9.3. The Existing Management Agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have obtained and delivered to Buyer the Tenant Estoppel Certificates in the form attached hereto as Exhibit H, signed by each Major Tenant (defined below). Tenant Estoppel Certificates shall be deemed to satisfy this condition precedent unless they disclose material conditions adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of an executed Tenant Estoppel Certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of a Tenant Estoppel Certificate executed by a Major Tenant because of a material, adverse matter disclosed therein, and Seller is unable to the obligations of Buyer are not satisfied or waived on or obtain a reasonably acceptable Tenant Estoppel Certificate from such Major Tenant prior to the Closing DateClose of Escrow, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action shall terminate, Buyer shall be entitled to Sellers on such date.
5.03. Proceeds a refund of the Purchase Price are payable Deposit and all interest earned thereon, and neither party shall have any further obligation to Sellers as set forth in Exhibit the other except Buyer’s indemnification obligations under Section 5. As used herein, the term “CMajor Tenant” attached hereto.
5.04shall mean each of (i) Golden Eagle Insurance, (ii) Elsevier, (iii) the US Navy, (iv) Barrister Executive Services, (v) First Allied Security, (vi) California Bank & Trust and (vii) Mxxxxxx Xxxxx Bxxxxxx Hxxxx & Lxxxxx LLP (d/b/a Lerach Cxxxxxxx Sxxxx Gxxxxx Rxxxxx & Rxxxxxx LLP). No default shall exist as The Leases between Landlord and each of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all Major Tenants are hereinafter referred to as the “BuilderMajor Leases.”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
Conditions Precedent to Closing. 5.013.01. The obligations Purchaser’s obligation to close the acquisition of Buyer under the Property pursuant to this Agreement shall be subject to conditioned on the satisfaction or waiver on or before following (collectively, the “Purchaser Closing Date Conditions”):
(a) No material adverse change in the condition of the conditions that all representations Property shall have occurred since the Effective Date.
(b) All of Seller’s covenants and warranties of Seller obligations contained in this Agreement shall have been performed by Seller in all material respects as of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof Effective Date and at Closing.
(c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the Xxxxx Acquisition Property, which insures good and marketable fee simple title to the Xxxxx Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof.
(d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby.
(e) No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein.
(f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing.
(g) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall have caused any such tenants or parties in possession to vacate the Property, all at Seller’s sole cost and expense.
(h) The Xxxxx Acquisition Land shall have been legally subdivided from the remainder of the Original Xxxxx Land (including the recording of a major or minor subdivision plat, as applicable) such that the Xxxxx Acquisition Land exists as a distinct and legal tax parcel (the “Subdivision”). Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall cooperate with Purchaser’s efforts to secure the Subdivision. If any of the above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing Date as if such representations and warranties were made on and or as of the Closing Dateapplicable due dates noted in such condition, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer Purchaser may (i) terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds Seller and receive a full refund of the Purchase Price are payable to Sellers Xxxxxxx Money, whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as herein, (ii) extend the Closing or due date of the Closing Date with any loan obligations performance of Sellers the applicable condition by written notice to Buyer.
5.05. On or before the Closing Date, Seller for a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred reasonable period of time to as “Builder”) allow for the purchase by Builder from satisfaction of the Company of no less than twenty-four condition (24) lots owned by the Company in a form and substance acceptable to Buyerand, if Purchaser requests, in its sole discretion.
5.06. At Closing the Company will , Seller and Purchaser shall enter into an Option amendment to this Agreement to evidence the extension), or (iii) waive the condition, in whole or in part, and consummate the Closing contemplated hereby. If the Purchaser elects to extend the Closing or due date for performance, and at the Purchase and Sale end of Real Property with Bxxxxxxx Xxxxxx Homessuch extended period of time, LLC the applicable condition still has not been satisfied, Purchaser may elect to exercise the remedies set forth in items (“BMH”i) for purchase by BMH from or (iii) in the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHimmediately preceding sentence.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions Precedent to Closing. 5.01Purchaser’s obligation to consummate the transactions contemplated by this Agreement is subject to satisfaction of all of the conditions set forth in this Article 4. The obligations Purchaser may waive any or all of Buyer such conditions in whole or in part but any such waiver shall be effective only if made in writing. No such waiver shall constitute a waiver by Purchaser of any of its rights or remedies nor release Seller from any of its liability under this Agreement or release Seller from any of its liability if Seller breaches any representation or warranty made by Seller in this Agreement. Satisfaction of such conditions shall not waive any representation or warranty made by Seller.
4.1 On or before 30 days after the Document Receipt Date, Purchaser shall, in its sole discretion, have accepted the physical, mechanical, title, environmental, leasing, economic and other existing and prospective conditions of the Subject Property. In the event Purchaser has been diligently pursuing its investigation of the Subject Property but has been unable to complete it, Purchaser may extend the period set forth above to 45 days after the Document Receipt Date upon written notice to Seller, which notice shall be subject to provided no later than the satisfaction or waiver on or before 25th day after the Document Receipt Date.
4.2 On the Closing Date Date, Seller shall not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement and shall deliver the conditions that all documents required in Article 9.
4.3 All representations and warranties of made by Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations shall be true and warranties were made on and correct in all material respects as of the Closing Date.
4.4 As of Closing, any of Chicago, First American or Ticor Title Insurance Company (the “Title Company”) (which Title Company shall be chosen by Purchaser in its sole discretion), shall be prepared to issue to Purchaser or its designee at Closing a 1970 ALTA Form B Extended Coverage Owner’s Title Policy acceptable to Purchaser in the amount of the Purchase Price naming Purchaser as proposed insured, which commitment shall obligate the Title Company to insure marketable fee simple title to the Subject Property and to issue an endorsement deleting all Schedule B printed general exceptions, an access endorsement, a 3.1 zoning endorsement (including the number and location of parking spaces), a survey endorsement, a contiguity endorsement, if appropriate, property tax number and such other title endorsements as Purchaser shall reasonably require. The title to the Subject Property shall be subject only to matters approved by Purchaser in writing within 10 days of the receipt of the title commitment, which shall be ordered by Purchaser within five days of receipt of Seller’s title information (the “Permitted Exceptions”). If the aforesaid title insurance commitment issued by the Title Company or survey hereinafter required show that title is not in the condition required by this Paragraph 4.4 within 20 days (the “Cure Period”) of notice to Seller, Seller shall remedy the defects of title shown thereon or to obtain title insurance at Seller’s sole cost and expense by the Title Company insuring over and against such defects and provide evidence satisfactory to Purchaser thereof. If Seller fails to remedy such defects or obtain such title insurance within such Cure Period, Purchaser shall have the option, exercisable within 10 days from the expiration of the Cure Period (a) to accept the status of the title subject to such title defects, with an appropriate reduction in the Purchase Price to compensate Purchaser for such defects (such amount not to exceed $50,000.00) and proceed with this Agreement, (b) to extend the Closing Date a reasonable period of time to give Seller an opportunity to comply with the terms hereof (at which time the options contained in this Paragraph 4.4 shall again be available to Purchaser), or (c) to give written notice to Seller of Purchaser’s election to terminate this Agreement in which event, this Agreement and the rights and obligations hereunder of the parties shall terminate, Purchaser shall receive a return of the Xxxxxxx Money, and that Seller thereafter no party hereto shall have performed in all material respects all agreementsany claim against another party hereto by virtue of this Agreement. If, covenants and conditions however, the condition of title to the Subject Property is not such as is required by this Agreement to hereof solely by reason of any mortgages, judgments, debts, security interests or other liens or obligations which were not created or incurred by acts of Purchaser, or those claiming by, through, or under Purchaser, and the amount of each of which is readily ascertainable and the aggregate amount of which is less than the Purchase Price, the transaction contemplated hereunder shall be performed consummated by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice application of such action to Sellers on such date.
5.03. Proceeds portion of the Purchase Price are payable as may be necessary to Sellers as set forth in Exhibit “C” attached heretodischarge such obligations of Seller.
5.04. No default 4.5 At least 15 days prior to Closing, Purchaser shall exist as have received, at its expense, an ALTA/ACSM Survey, prepared by a surveyor licensed in the State of New Hampshire and dated subsequent to the Closing Date with any loan obligations date of Sellers to Buyerthis Agreement, certified in favor of Purchaser, and the Title Company depicting the Property, and certifying, among other things, that the Subject Property is not located within a federal or state flood plain or wetlands area.
5.05. On or before the Closing Date, a Sales Agreement must be 4.6 Seller and Purchaser shall have entered into the Lease (as defined herein) with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretionLease automatically becoming effective upon Closing.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer 9.1 Purchaser’s obligation to close under this Agreement Purchase Contract shall be subject to and conditioned upon the satisfaction or waiver on or before the Closing Date of the conditions that all representations and warranties of Seller contained in this Agreement shall be true fulfillment in all material respects as of each and all of the date following conditions precedent:
9.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract.
9.1.2 Seller’s representations and warranties set forth in this Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Closing Effective Date as if though such representations and warranties were made on at and as of the Closing Date, such date and that time.
9.1.3 Seller shall have performed complied with, fulfilled and performed, in each case in all material respects all agreementsrespects, covenants each of the covenants, terms and conditions required to be complied with, fulfilled or performed by Seller hereunder.
9.1.4 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Agreement Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser.
9.1.5 The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as on the Effective Date of this Purchase Contract except for normal wear and tear and such damage from casualty or condemnation that is waived or accepted under ARTICLE 13 hereof.
9.1.6 The conversion of the Property Owner from a Georgia limited liability company to be performed by them a Delaware limited liability company in accordance with the laws of the State of Delaware on or prior to the Closing Date. Seller hereby agrees to reasonably cooperate (at no third party cost to Seller) with Purchaser in effecting such conversion.
5.02. In the event 9.2 Without limiting any of the material conditions rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to the obligations of Buyer are not satisfied or waived on or prior close with respect to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds conveyance of the Property under this Purchase Price are payable Contract shall be subject to Sellers as and conditioned upon the fulfillment of each and all of the following conditions precedent:
9.2.1 Purchaser’s representations and warranties set forth in Exhibit “C” attached hereto.
5.04. No default this Purchase Contract shall exist have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Closing Effective Date with any loan obligations as though such representations and warranties were made at and as of Sellers to Buyersuch date and time.
5.05. On or before the Closing Date9.2.2 Purchaser shall have complied with, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form fulfilled and substance acceptable to Buyerperformed, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homeseach case in all material respects, LLC (“BMH”) for purchase by BMH from the Company each of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon covenants, terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned be complied with, fulfilled or performed by the Company upon terms and conditions acceptable to Buyer and BMHPurchaser hereunder.
Appears in 1 contract
Samples: Purchase and Sale Contract (Preferred Apartment Communities Inc)
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Effective Date. Further, no Material Adverse Change shall have occurred prior to Closing with regard to the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that Seller’s representations. Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.02. In 10.1.2 There shall be no material adverse change in the event matters reflected in the Title Report, there shall not exist any of material adverse encumbrance or title defect affecting the material conditions Property except for the Permitted Exceptions or matters to be satisfied at Closing, and Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple and leasehold title vested in Buyer, with coverage in the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds full amount of the Purchase Price and showing only those exceptions to title which are payable to Sellers approved or deemed approved by Buyer as specifically set forth herein, it being acknowledged that due to the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing or result in Exhibit “C” attached heretoany additional cost to Seller.
5.04. No default 10.1.3 Seller shall exist have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the square feet which are leased and occupied by tenants as of the Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Comerica, City of San Diego, TNS Market Development, Embassy CES, Akonix Systems and Lxxxxxxx Fxxxx (collectively, the “Estoppel Delivery [FINAL EXECUTION COPY] 24 Condition”). Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing.. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, then, at Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. If Buyer has not received the required amount of estoppels to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing, then Seller or Buyer shall be permitted to extend the Closing Date with any loan obligations until five (5) days after the receipt of Sellers all such estoppels, to Buyerpermit Seller to secure such estoppels to meet the Estoppel Delivery Condition, but in no event shall Seller extend Closing by more than thirty (30) days.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The closing of the transaction contemplated by this Agreement and all the obligations of Buyer Purchaser under this Agreement shall be are subject to the satisfaction or waiver fulfillment, on or before the Closing Date Date, of the following conditions that all precedent (“Conditions Precedent”):
a. The status and marketability of title shall have been established to Purchaser's satisfaction in accordance with Section 3.
b. Purchaser shall have successfully closed on the transactions contemplated by the Asset Purchase Agreement.
c. Seller and Classic shall have executed the Termination Agreement related to the Lease as set forth in the Asset Purchase Agreement and delivered a copy of the same to Purchaser.
d. Purchaser shall be satisfied with the results of Purchaser’s Inspections of the Property, in Purchaser’s sole discretion.
e. The condition of the Property, the Personal Property, and the Improvements shall be acceptable to Purchaser upon inspection by Purchaser on the day prior to the Closing Date.
f. The representations and warranties of made by Seller contained in this Agreement Section 8 shall be true in all material respects as of the date hereof and correct as of the Closing Date with the same force and effect as if such representations and warranties were made on at such time.
g. Any assignee of Purchaser shall have executed a resolution authorizing and as approving the purchase of the Closing DateProperty as evidenced by this Agreement.
h. Purchaser shall have received all necessary governmental and other approvals, licenses, and that Seller permits for Purchaser’s intended use and operation of the Property as an adult entertainment business serving alcohol.
i. Purchaser shall have performed obtained a current letter from the zoning and planning department of the City of Minneapolis setting forth the zoning code affecting the Property and stating that the Property is in conformity with all material respects all agreementsapplicable zoning, covenants building and conditions required by this Agreement to be performed by them on subdivision laws. Purchaser may acknowledge satisfaction or prior to the Closing Date.
5.02. In the event waiver of any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing DateConditions Precedent, then Buyer may terminate and cancel this Agreement only by delivery of delivering written notice of such action satisfaction or waiver to Sellers Seller on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for close of business on the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company last day of the thirty-seven (37) remaining lots Inspection Period. If Purchaser does not subject to acknowledge in writing the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration satisfaction of the Company and development and sales Conditions Precedent (or otherwise waive the same in writing) on or before the close of business on the last day of the lots owned by Inspection Period then, this Agreement shall automatically be deemed to be terminated, without action required of either party, the Company upon terms Xxxxxxx Money (and conditions acceptable all accrued interest) shall be returned to Buyer Purchaser, and BMHPurchaser and Seller shall thereafter be released from any liability or obligation hereunder.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Ricks Cabaret International Inc)
Conditions Precedent to Closing. 5.0110.1. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof Effective Date and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.0210.1.2. In There shall not exist any encumbrance or title defect that is material and adverse, as determined by Buyer, affecting the event any Property except for the Permitted Exceptions or matters to be satisfied at Closing.
10.1.3. At Closing, the Title Company shall irrevocably commit to issue to Buyer an ALTA 2006 extended coverage Owner’s Policy of Title Insurance (“Title Policy”) insuring Buyer’s leasehold title to the Leasehold and fee simple title to the Improvements, for an amount equal to the Purchase Price, subject only to the Permitted Exceptions; provided, however, that the Title Company’s failure to issue such extended coverage Title Policy by reason of Buyer’s failure to obtain or update the Survey shall not constitute a failure of the material conditions condition described in this Section 10.1.3 as long as the Title Company irrevocably commits to the obligations issue a CLTA standard coverage Owner’s Policy of Buyer are not satisfied or waived on or Title Insurance.
10.1.4. No later than five (5) Business Days prior to the Closing Date, then Seller shall have obtained estoppel certificates (each a “Tenant Estoppel”) executed by Tenants consisting of not less than seventy percent (70%) of the leased rentable square footage of the Real Property and including all Tenants leasing three thousand (3,000) square feet or more (any such Tenant, a “Major Tenant”). Seller shall use commercially reasonable efforts to obtain the Tenant Estoppels. Each Tenant Estoppel shall be in a form substantially similar to Exhibit D attached hereto or such form required by the applicable Tenant Lease, and in addition, no later than three (3) Business Days prior to the date on which Seller intends to distribute the Tenant Estoppels to the Tenants for their completion and execution, Seller shall deliver the draft estoppel certificates to Buyer for Buyer’s review and approval, which approval shall not be unreasonably withheld. Such Tenant Estoppels shall be consistent with the respective Tenant Lease, shall not reveal any material default by Seller and/or Tenant, any right to offset rent by the Tenant, or any claim of the same, and shall be dated no earlier than thirty (30) days prior to Closing.
10.1.5. No later than five (5) Business Days prior to Closing, Seller shall have obtained an estoppel certificate as to each recorded declaration, reciprocal easement agreement or similar recorded title document which grants access to a public road and/or parking rights to the Seller, to the extent such estoppel certificates are required to be delivered pursuant to the terms of each such recorded declaration, reciprocal easement agreement or similar recorded title document. If such estoppel certificates are not required to be delivered pursuant to the terms of any such recorded declaration, reciprocal easement agreement or similar recorded title document, Tenant shall use all commercially reasonable efforts to obtain the certificate with respect to any such recorded declaration, reciprocal easement agreement or similar recorded title document. The estoppel certificates required by the preceding sentence shall: (i) be executed by each party entitled to enforce such document; (ii) confirm that such document is in full force and effect and is unmodified except as revealed by the Preliminary Report; (iii) confirm that there are no material defaults by the Seller and/or the Real Property under such document; (iv) confirm that there are no outstanding and delinquent sums owed by the Seller that will not paid by Seller prior to the Closing; and (v) be dated no earlier than sixty (60) days prior to Closing. To Seller’s knowledge, neither Seller, nor any other party is in default under any recorded declaration, reciprocal easement agreement, or similar recorded title document which grants access to a public road and/or parking rights to Seller.
10.1.6. No later than five (5) Business Days prior to the Closing Date, Seller shall have obtained estoppel certificates executed by the Ground Lessor under the Ground Lease on a commercially reasonable form to be provided by the Buyer prior to the expiration of the Due Diligence Period (the “Ground Lease Estoppel”). Such estoppel certificate shall be consistent with the Ground Lease, shall not reveal any default by any party thereto and shall be dated no earlier than thirty (30) days prior to Closing. Seller shall use commercially reasonable efforts to obtain the Ground Lease Estoppel.
10.1.7. No later than the expiration of the Inspection Period, Seller shall have obtained written consent to the assignment of the Ground Lease to Buyer in a form reasonably acceptable to Buyer from the Ground Lessor. The conditions set forth in this Section 10.1 are solely for the benefit of Buyer and may terminate be waived only by Buyer in writing, in Buyer’s sole and cancel this Agreement absolute discretion. At all times Buyer has the right to waive any condition by delivery of giving written notice of such action waiver to Sellers on such date.
5.03Seller. Proceeds Such waiver or waivers must be in writing to Seller. In the event of a failure to satisfy the Purchase Price are payable to Sellers as conditions precedent set forth in Exhibit “C” attached heretothis Section 10.1, Buyer may terminate this Agreement upon written notice to Seller, in which event the entire Deposit shall be promptly returned to Buyer and the parties shall have no further obligations, except those which expressly survive termination of this Agreement; provided, however, if such failure constitutes a breach or default of its covenants, representations or warranties Seller shall remain liable for such breach or default as otherwise set forth in this Agreement.
5.0410.2. No default The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent:
10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall exist be true and correct in all material respects as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Effective Date, a Sales Agreement must be entered into and Buyer shall not have on or prior to Closing, failed to meet, comply with Rxxx Homes, or a similar home builder (perform in any material respect any conditions or all hereinafter referred to agreements on Buyer’s part as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned required by the Company in a form and substance acceptable to Buyer, in its sole discretionterms of this Agreement.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (G REIT Liquidating Trust)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under this Agreement shall be subject 5.1 In addition to the satisfaction or waiver on or before by Seller of the remaining obligations of Seller provided in this Agreement, Purchaser’s obligation to consummate this Agreement is subject to satisfaction of all of the following conditions:
(a) On the Closing Date Date, Seller shall not be in default in the performance of the conditions that all any covenant or agreement to be performed by Seller under this Agreement.
(b) All representations and warranties of made by Seller contained in this Agreement shall be materially true in all material respects and correct as of the date hereof and as of the Closing Effective Date as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to .
(c) On the Closing Date.
5.02. In , there shall exist no pending action, suit or proceeding with respect to Seller or the event Property, before any court or administrative agency, which (i) adversely affect the Property in any material respect or (ii) shall seek to restrain or prohibit, in whole or part, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby, other than any of the material conditions foregoing that shall exist between Purchaser and Seller with respect to this Agreement and/or the obligations of Buyer are not satisfied or waived on transactions contemplated by this Agreement.
(d) On or prior to the Closing Date, then Buyer may terminate Seller shall have delivered to Purchaser the estoppel letter required by the Navistar Lease in the form set forth on Exhibit D attached to this Agreement, which estoppel letter (i) shall have been executed by Navistar, (ii) shall be dated no earlier than thirty (30) days prior to the Closing Date and cancel this Agreement by delivery (iii) shall show no materially adverse matters or any matters inconsistent with the terms of the Navistar Lease in any materially adverse respect.
(e) As of the Closing Date, Navistar shall not have (i) terminated, or given written notice of such action its intent to Sellers on such dateterminate, the Navistar Lease, pursuant to the terms thereof, or otherwise, or (ii) vacated, abandoned, ceased operations or filed for voluntary bankruptcy or be subject to an involuntary bankruptcy proceeding.
5.03. Proceeds (f) The Title Company shall issue (or shall be prepared and irrevocably and unconditionally committed to issue) the Title Policy, including, without limitation, a utility facilities endorsement acceptable to Purchaser.
(g) On or prior to the Closing Date, Seller shall have delivered to Purchaser the Additional Estoppels (hereinafter defined), if any.
(h) The Updated Survey shall confirm to Purchaser’s satisfaction that (i) that portion of the Purchase Price are payable to Sellers Land identified as set forth in “Parcel 3” on Exhibit A attached hereto (“C” attached hereto.
5.04. No default shall exist as Parcel 3”) is contiguous with that portion of the Closing Date Land identified as “Parcel 2” on Exhibit A attached hereto (“Parcel 2”), (ii) that portion of the Land identified as “Parcel 4” on Exhibit A attached hereto (“Parcel 4”) is contiguous with Parcel 3 and (iii) all utilities (including, without limitation, electric, gas, water and sewer) serving the Improvements are connected to public utility facilities through either or both of Parcel 3 and Parcel 4. If any loan obligations of Sellers to Buyer.
5.05. On condition specified in Paragraph 5.1(d), (f) or (g) is not satisfied on or before the Closing Date, either Purchaser or Seller may extend the Closing Date for a Sales Agreement must be entered into with Rxxx Homessufficient time (but not to exceed fifteen (15) days) within which to cure or satisfy such condition and if Seller elects to extend the Closing Date, Seller promptly shall commence prosecution of such cure or a similar home builder (satisfaction and if any condition specified in any other provisions of this Paragraph 5.1 is not satisfied on or all hereinafter referred to as “Builder”) for before the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form Closing Date, Purchaser may, at its option, and substance acceptable to Buyer, in its sole and absolute discretion, (a) extend the Closing Date to allow Seller a sufficient time (but not to exceed fifteen (15) days) within which to cure or satisfy such condition, (b) waive any such condition either at the time originally established for Closing or at any time on or before the 15th day thereafter and proceed to Closing without adjustment or abatement of the Purchase Price, or (c) terminate this Agreement by written notice thereof to Seller, whereupon the Xxxxxxx Money shall be returned to Purchaser and no party shall have any further obligation to the other hereunder, except as otherwise herein provided. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller hereunder, Purchaser also shall be entitled to any other remedies to which Purchaser would be entitled under Section 8.1 of this Agreement.
5.065.2 In addition to the satisfaction by Purchaser of the remaining obligations of Purchaser provided in this Agreement, Seller’s obligation to consummate this Agreement is subject to satisfaction of all of the following conditions:
(a) On the Closing Date, Purchaser shall not be in default in the performance of any covenant or agreement to be performed by Purchaser under this Agreement.
(b) All representations and warranties made by Purchaser in this Agreement shall be materially true and correct as of the Effective Date and as of the Closing Date.
(c) On the Closing Date, there shall exist no pending action, suit or proceeding with respect to Purchaser, before any court or administrative agency, which shall seek to restrain or prohibit, in whole or part, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby, other than any of the foregoing that shall exist between Purchaser and Seller with respect to this Agreement and/or the transactions contemplated by this Agreement. At If any condition specified in Paragraph 5.2 is not satisfied on or before the Closing the Company will enter into an Option Agreement for Date, Seller may, at its option, and in its sole and absolute discretion, (a) waive any such condition and proceed to Closing without adjustment or abatement of the Purchase Price, or (b) terminate this Agreement by written notice thereof to Seller, whereupon the Xxxxxxx Money shall be returned to Purchaser and Sale of Real Property with Bxxxxxxx Xxxxxx Homesno party shall have any further obligation to the other hereunder, LLC (“BMH”) for purchase by BMH from except as otherwise herein provided. Notwithstanding the Company foregoing, if the failure of the thirty-seven (37) remaining lots not subject condition is due to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration breach by Purchaser hereunder, Seller may pursue any of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable remedies that may be available to Buyer and BMHSeller under Article 8 hereof with respect to such breach.
Appears in 1 contract
Conditions Precedent to Closing. 5.01The closing of the First Lien Exit Facilities will be subject to satisfaction of the following: (a) all of the representations and warranties in the First Lien Exit Facilities Documents shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the date of such extension of credit, or if such representation speaks as of an earlier date, as of such earlier date; (b) no default or event of default under the First Lien Exit Facilities shall have occurred and be continuing or would result from such extension of credit; (c) delivery of a customary borrowing notice; (d) all conditions to the Plan Effective Date shall have been satisfied in accordance with the Plan or shall have been waived with the consent of the Required Consenting BrandCo Lenders; and (e) satisfaction of those conditions listed on Annex I hereto. On the Plan Effective Date, the First Lien Exit Facilities shall be funded (or be deemed to have been funded) in full. Voting/Required First Lien Term Lenders Customary and appropriate for exit facilities of this type consistent with First Lien Documentation Principles. First Lien Term Lenders holding more than 50% of the outstanding principal amount of the First Lien Exit Term Loans are referred to herein as the “Required First Lien Term Lenders.” Fees and Expenses & Indemnification Customary and appropriate for facilities of this type consistent with First Lien Documentation Principles. Assignments and Participations Customary and appropriate for facilities of this type (including prohibition on assignments to disqualified lenders); provided that the consent of the Borrower (not to be unreasonably withheld or delayed; Borrower consent shall be deemed given unless it objects by written notice to the First Lien Exit Term Loan Agent within 5 business days after receipt of written notice thereof) shall be required for assignments other than (a) assignments to another First Lien Term Lender, an affiliate of a First Lien Term Lender or an approved fund or (b) during an event of default. Other Provisions The obligations First Lien Exit Facilities Documents shall include customary provisions regarding increased costs, illegality, tax indemnities, waiver of Buyer trial by jury and other similar provisions. Governing Law The laws of the State of New York. Counsel to the Initial First Lien Term Lenders Xxxxx Xxxx & Xxxxxxxx LLP The borrowing (or deemed borrowing) under this Agreement the First Lien Exit Facilities shall be subject to the satisfaction or waiver on or before the Closing Date of the following additional conditions that all representations and warranties of Seller contained in this Agreement shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Dateprecedent, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or unless waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.Required Consenting BrandCo Lenders:
Appears in 1 contract
Samples: Chapter 11 Restructuring Support Agreement (Revlon Consumer Products Corp)
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof Effective Date, and 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.
10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing.
10.1.3 Seller shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy percent of the square feet which are leased and occupied by tenants as of the Closing Date as Effective Date. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if such representations disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer's indemnification obligations under Paragraph 5.
10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent:
10.2.1 All of the representations, warranties were made on and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Buyer shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer's part as required by the terms of this Agreement.
10.2.2 Seller shall have received approval of the sale from the board of directors of NNN 2003 Value Fund, LLC, a Delaware limited liability company, the parent company of the Seller, no later than fifteen business days after full execution of this Agreement. If any such condition is not fully satisfied by closing, the party is whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, upon return of the Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to shall be performed by them on or prior to canceled and the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default Deposit shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable returned to Buyer and to BMH
5.07. At Closing the Company neither party shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHhave any further liability hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Conditions Precedent to Closing. 5.01. The In addition to a complete and satisfactory due diligence investigation by Xxxxx, as described in Section 4.1 above, the obligations of Buyer under to complete the transactions contemplated by this Agreement are conditioned upon the following conditions precedent (collectively, the “Conditions Precedent”). The Conditions Precedent are intended solely for the benefit of Buyer and may only be waived by Xxxxx in writing.
(a) All of Seller’s representations and warranties contained in or made pursuant to this Agreement shall be materially true and correct as of Closing.
(b) The physical condition of the Property shall be substantially the same on Closing as on the Effective Date, unless such condition was altered by Buyer, reasonable wear and tear and loss by casualty (subject to the satisfaction or waiver on or before the Closing Date provisions of the conditions that Section 6.9 below) excepted.
(c) Seller shall have complied with all representations of Seller’s duties and warranties of Seller obligations contained in this Agreement Agreement.
(d) Xxxxx shall be true have received a title insurance commitment satisfactory to Buyer in which the title insurer agrees to issue an ALTA Extended Coverage Owner’s Policy (Form 1970-B, rev 10/17/70) with such endorsements as Buyer may require and an ALTA survey satisfactory to Buyer.
(e) Notwithstanding any other provision contained herein, all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date(i) consensual indebtedness, mortgages, and that liens of Seller recorded against the Property, and (ii) all non-consensual liens against Seller recorded against the Property shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to been removed (except for the Closing DatePermitted Encumbrances).
5.02(f) Buyer shall have received an appraisal report regarding the Property from Medusky & Co., Inc., which shall indicate a value that is equal to or greater than the Purchase Price. In the event any of the material conditions to the obligations Conditions Precedent of Buyer this Agreement are not satisfied or waived on or prior to the Closing Dateas shall be determined by Buyer, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyermay, in its sole and absolute discretion.
5.06. At Closing the Company will enter into an Option , terminate this Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homesby written notice to Seller and, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms provisions of Article 7 below, this Agreement shall wholly cease and conditions acceptable terminate and no party to Buyer and this Agreement shall have any further claim against, or obligation to, any other party to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHthis Agreement except for any provisions herein that recite that they survive such termination.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions Precedent to Closing. 5.01. 10.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof Effective Date, and 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.
10.1.2 There shall be no material adverse change in the matters reflected in the Title Commitment, and there shall not exist any material adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing.
10.1.3 Seller shall have obtained and delivered to Buyer estoppel certificates in substantially the same form as Exhibit F attached hereto and incorporated herein, from Tenants representing eighty-five percent (85%) of the square feet which are leased and occupied by Tenants as of the Closing Date as if Effective Date. Prior to delivery to Tenants, Seller shall provide copies of all completed estoppel certificates to Buyer for review at least four (4) days prior to delivery to any Tenant for review and execution. Buyer’s failure to review or respond to Seller regarding the completed estoppel certificates during such representations and warranties were made on and as four (4)-day time period shall be deemed approval of the Closing Datecompleted estoppel certificates, and that Seller shall be authorized to deliver such estoppel certificates to Tenants for execution; however, Buyer’s failure to review or comment on the completed estoppel certificates within such review period shall not be deemed an approval of the specific Tenant information reflected thereon or a waiver of any representations of Seller hereunder. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein which is inconsistent with the Leases, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have performed any further obligation to the other except Buyer’s indemnification obligations under Section 5. Notwithstanding the foregoing, if a Tenant’s Lease provides for a different standard for an estoppel certificate, compliance therewith by Seller shall be deemed to compliance herewith.
10.1.4 Escrow Holder shall be unconditionally prepared to issue the Title Policy in accordance with the terms of this Agreement and the Title Commitment.
10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent:
10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects all agreementsas of the Effective Date, covenants and conditions required by this Agreement to be performed by them Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the Closing Dateterms of this Agreement.
5.0210.2.2 Seller shall have received approval of the sale from all entities and/or individuals comprising Seller no later than fifteen (15) business days after the Effective Date. In the event Seller does not receive approval from all necessary entities, Seller shall reimburse Buyer for its direct, actual out-of-pocket costs and expenses relating to this transaction, not to exceed Fifty Thousand Dollars ($50,000). Buyer’s reimbursement request shall include detailed, paid invoices evidencing payment of such out-of-pocket costs actually incurred by Buyer.
10.3 If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, the Due Diligence Items shall be returned, and the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, if Buyer notifies Seller of a failure to satisfy the material conditions precedent set forth in this Section, Seller may, within five (5) days after receipt of Buyer’s notice (the “Notice Period”) agree to satisfy the obligations of condition by written notice to Buyer, and Buyer are not satisfied shall thereupon be obligated to close the transaction provided Seller so satisfies such condition within an additional five (5) day period (the “Extended Closing Date”). If Seller fails to agree to cure such condition during the Notice Period or waived on or prior fails to cure such condition by the Extended Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action shall be canceled, the Deposit shall be returned to Sellers on such date.
5.03. Proceeds of Buyer, the Purchase Price are payable Due Diligence Items shall be returned to Sellers Seller and neither party shall have any further liability hereunder, except as expressly set forth in Exhibit “C” attached heretothis Agreement.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall be subject to the satisfaction or waiver on or before the following conditions precedent to Closing Date (any of which may be waived in writing by Buyer in its sole discretion):
9.1. All of the conditions that all representations and warranties of Seller contained set forth in Section 7.1 shall be true and correct in all material respects as of the Closing, and all of the other representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Datehereof, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Agreement.
5.029.2. In There shall be no material adverse change in the event matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or Title Defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing.
9.3. The Existing Management Agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have obtained and delivered to Buyer the Tenant Estoppel Certificates in the form attached hereto as Exhibit H, signed by each Major Tenant (defined below). Tenant Estoppel Certificates shall be deemed to satisfy this condition precedent unless they disclose material conditions adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of an executed Tenant Estoppel Certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of a Tenant Estoppel Certificate executed by a Major Tenant because of a material, adverse matter disclosed therein, and Seller is unable to the obligations of Buyer are not satisfied or waived on or obtain a reasonably acceptable Tenant Estoppel Certificate from such Major Tenant prior to the Closing DateClose of Escrow, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action shall terminate, Buyer shall be entitled to Sellers on such date.
5.03. Proceeds a refund of the Purchase Price are payable Deposit and all interest earned thereon, and neither party shall have any further obligation to Sellers as set forth in Exhibit “C” attached hereto.
5.04the other except Buyer's indemnification obligations under Section 5. No default As used herein, the term "MAJOR TENANT" shall exist as mean each of (i) Golden Eagle Insurance, (ii) Elsevier, (iii) the US Navy, (iv) Barrister Executive Services, (v) First Allied Security, (vi) California Bank & Trust and (vii) Xxxxxxx Xxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (d/b/a Lerach Xxxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP). The Leases between Landlord and each of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all Major Tenants are hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion"MAJOR LEASES.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH."
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations following conditions shall exist at the time of Buyer under this Agreement Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver on or by Purchaser) of each such condition:
A. Seller shall have delivered to Purchaser an estoppel certificate (a “Tenant Estoppel”) from at least eighty percent (80%) of the tenants under the Retail Leases. The Tenant Estoppel will be substantially in a form reasonably acceptable to Seller, Purchaser, and Purchaser’s Lender, dated not more than forty-five (45) and not less than fifteen (15) days before the Closing Date (hereinafter defined).
B. If required by any lender providing financing for Purchaser’s acquisition of the Property, Seller shall have delivered to Purchaser duly executed originals of subordination, non-disturbance and attornment agreements (the “SNDA Agreements”) from any Tenant that has recorded a Memorandum of Lease that encumbers the Property in the form to be approved by Seller and Purchaser during the Feasibility Period and from any Tenant that the Purchaser’s lender requests which by the terms of the Lease is not already self-subordinating; provided, however, that if a form of SNDA Agreement is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver all of the SNDA Agreements without modification prior to Closing.
C. The Improvements shall not have been damaged by fire or other casualty.
D. The Leases shall be in full force and effect. Each tenant under the Leases shall be in compliance with the terms and conditions that all of the Leases. Neither Seller (as landlord) nor any Tenant shall be in default in the performance of any of their respective obligations under the Leases.
E. No litigation, injunction, condemnation, rezoning or other action or proceeding shall be pending against the Property.
F. Each of the representations and warranties of made by Seller contained in this Agreement herein shall be true and correct in all material respects on the date of Closing.
G. Title to the Property shall not have changed from the condition which existed on the Effective Date.
H. Seller shall have performed, or Purchaser shall have waived in writing, each and every obligation and covenant of Seller to be performed by it pursuant to this Agreement.
I. Except for the amounts payable by Purchaser in accordance with Section 9.1, Seller shall have paid, and provided satisfactory evidence of such payment to Purchaser, all hard and soft costs payable in connection with full completion of the Retail Condominium improvements and the Residential Condominium improvements, including, without limitation, completion of all common areas associated therewith, in accordance with the plans approved by Purchaser. Such obligation shall include the payment of any retainages held by Seller. If any one or more of conditions set forth above are not satisfied as of the date hereof specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and as make full Closing under this Agreement without any adjustment in the Purchase Price, or (b) terminate this Agreement and obtain a refund of its Deposit, whereupon Seller and Purchaser shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to waive some or all of the Closing Date foregoing conditions as if such representations and warranties were made on and as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, determined in its sole and absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing and executed by Purchaser.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Broad Street Realty, Inc.)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Agreement shall be Agreement, Purchaser’s obligation to close hereunder is subject to the satisfaction or waiver on or before the Closing Date each and all of the following conditions that all precedent:
A. All of Seller’s representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof when made and also as of the Closing Date when remade.
B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser.
C. All material covenants and agreements of Seller under this Agreement shall have been duly performed and satisfied.
D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner's title insurance policies with extended coverage (to the extent that extended coverage is available in a particular jurisdiction), or in the case of Properties in the State of Texas, a standard form of Owner’s Policy of Title Insurance as if prescribed by the Texas State Board of Insurance, insuring title to each Property subject only to the Permitted Exceptions (each, a “Title Policy” and collectively, the “Title Policies”), in an amount not less than the portion of the Purchase Price allocated to such Property on Schedule I in the Schedules, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1. The immediately preceding sentence shall survive the termination of this Agreement.
6.2 In addition to any other conditions to Seller’s obligation to close set forth in this Agreement, Seller’s obligation to close hereunder is subject to each and all of the following conditions precedent:
A. All of Purchaser’s representations and warranties were made on contained in this Agreement shall be true and as of the Closing Date, and that Seller shall have performed correct in all material respects all agreements, covenants when made and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist also as of the Closing Date with any loan obligations of Sellers to Buyerwhen remade.
5.05. On or before the Closing DateB. All documents, a Sales Agreement must instruments and assurances required hereunder to be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred delivered to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable Seller shall have been duly delivered to Buyer, in its sole discretionSeller.
5.06. At Closing the Company will enter into an Option C. All material covenants and agreements of Purchaser under this Agreement for the Purchase shall have been duly performed and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHsatisfied.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Four Corners Property Trust, Inc.)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction or waiver of each of the following conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on the Closing Date date which is thirty (30) days after the date of delivery of each of the conditions that all representations and warranties of Seller contained items in this Agreement shall be true in all material respects as Section 3(b) below (“Contingency Date”):
(a) Title/Survey. Within twenty (20) days of the date hereof and as hereof, Seller will furnish to Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all underlying title documents listed in the Closing Date as if such representations and warranties were made on and as of Commitment other than any financing documents) for an ALTA form owner’s title policy (the Closing Date, and that Seller shall have performed “Title Insurance Policy”) in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds amount of the Purchase Price are payable to Sellers as set forth issued by the Title Company showing title in Exhibit Seller and (ii) an updated ALTA as-built survey (“C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “BuilderSurvey”) for the purchase by Builder from Real Property. If the Company Survey discloses survey defects or if the Commitment shows exceptions unacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, within five (5) days after receipt of no less than twenty-four (24) lots owned by the Company in a form Commitment, the underlying title documents and substance acceptable the Survey, specifying the Unpermitted Encumbrances, and, prior to Buyerthe Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in its sole reasonable discretion.
5.06, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject Notwithstanding anything herein to the above-referenced agreement with Builder upon terms and conditions acceptable contrary, Seller shall have no obligation to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHcorrect, cure or remove any Unpermitted Encumbrances.
Appears in 1 contract
Conditions Precedent to Closing. 5.01The Conditions Precedent referenced in Section 4 of the Agreement and detailed below are intended solely for the benefit of Buyer and may be waived only by Xxxxx in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement. The following are the Conditions Precedent:
a. The transactions contemplated by this Agreement will have been approved by all applicable Seller departments, agencies and councils at their respective sole discretion, within one hundred twenty (120) days after Buyer and Seller execute this Agreement. If required by Xxxxxx’s charter, Xxxxxx’s mayor and the Board of Supervisors, each at their sole discretion, will have enacted a resolution approving, adopting, and authorizing this Agreement and the transactions contemplated by this Agreement, within one hundred twenty (120) days after Buyer and Seller execute this Agreement (collectively, “Government Approvals”).
b. Buyer’s inspection, review and approval, in its sole discretion, of all of the following within sixty (60) days after the unequivocal receipt of the Government Approvals:
(i) the physical characteristics and condition of the Property (including without limitation the condition of the soils); (ii) Seller’s Deliveries and (iii) the Preliminary Report and all aspects of the Property’s title pursuant to section 1 above (“Due Diligence Approval”).
c. Escrow Holder shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided above.
d. Seller shall have complied with all of Seller’s duties and obligations contained in the Agreement and all of Buyer under Seller’s representations and warranties contained in or made pursuant to this Agreement shall be subject to the satisfaction or waiver on or before the Closing Date of the conditions that all representations have been true and warranties of Seller contained in this Agreement correct when made and shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and correct as of the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions Precedent to Closing. 5.01. A. The obligations obligation of Buyer under Purchaser to close this Agreement shall Contract shall, at the option of Purchaser, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
a. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Dateat closing, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them 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 Closing Dateterms of this Contract.
5.02. In b. There shall be no change in the event matters reflected in the Title Commitment, and there shall not exist any of encumbrance or title defect affecting the material conditions Subject Property not described in the Title Commitment except for the Permitted Exceptions.
c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the obligations of Buyer are Subject Property not satisfied or waived shown on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such dateSurvey.
5.03. Proceeds d. Purchaser shall have obtained a standard Texas owner’s form of title insurance policy (the “Title Policy”) issued by the Title Company and insuring Purchaser in the amount of the Purchase Price that Purchaser has acquired good and indefeasible title to the Subject Property, subject only to the Permitted Exceptions. The Title Policy shall be at the sole cost and expense of the Seller, including modification of the standard survey exception so that it is limited to “shortages in area”. Purchaser shall also be entitled to request the Title Company to provide, at Purchaser’s sole cost and expense, such other extended coverage and endorsements (or amendments) to the Title Policy as Purchaser may reasonable require so long as such endorsements or amendments are payable at no cost to Sellers Seller nor impose additional liability on Seller or delay the Closing (the endorsements herein are not a condition precedent to Closing). Purchaser acknowledges and agrees that the Title Policy may be actually delivered at a reasonable time following the closing so long as Purchaser has received at closing a current and binding Title Commitment obligating the Title Company to deliver the Title Policy.
e. Seller shall provide to Purchaser written evidence, reasonably acceptable to Purchaser, showing the termination of the lease of the Land and Improvements between TTLC, as lessor, and T76, as lessee. If any such condition is not fully satisfied by closing, Purchaser’s sole remedy shall be either (a) to terminate this Contract by written notice to Seller whereupon this Contract shall be cancelled, the xxxxxxx money deposit (less $100.00) shall be returned to Purchaser by the Title Company and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other (except for the obligations that expressly survive termination), or (b) proceed with closing of the transaction hereunder notwithstanding such condition.
B. Provided that Purchaser has applied for the Building Permit (as defined below) and is diligently pursuing the procurement of same, the obligation of Purchaser to close this Contract shall, at the option of Purchaser, also be subject to the condition precedent that Purchaser shall have obtained a building permit (the “Building Permit”) to make certain improvements to the Subject Property necessary to operate a Xxxxx & Wollensky Restaurant. If such condition is not fully satisfied by closing, Purchaser’s sole remedy shall be either (a) to terminate this Contract by written notice to Seller whereupon (i) this Contract shall be cancelled, (ii) the initial xxxxxxx money deposit of $25,000 shall be delivered to Seller by the Title Company, (iii) any other xxxxxxx money deposited with the Title Company by Purchaser to extend the closing date as set forth in Exhibit “C” attached hereto.
5.04. No default Article IX hereunder shall exist as be returned to Purchaser by the Title Company, and (iv) thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other (except for the obligations that expressly survive termination), or (b) proceed with closing of the Closing Date with any loan obligations of Sellers to Buyertransaction hereunder notwithstanding such condition.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Contract of Sale (Smith & Wollensky Restaurant Group Inc)
Conditions Precedent to Closing. 5.01. The obligations Buyer's obligation to close pursuant to this Contract is conditioned on the following:
A. No material adverse change in the condition of Buyer under the Property shall have occurred since the date of this Agreement Contract.
B. As of closing, there shall be subject no governmental prohibition (including zoning restrictions or conditions) that prevents Buyer from receiving building permits for construction of the intended improvements.
C. As of the closing, there shall be no (i) leases or other occupancy agreements, or (ii) contracts for labor or service that affect the Property.
D. All of Seller's covenants and obligations contained in this Contract shall have been performed by Seller, and all of Seller's warranties and representations are true and correct and shall be true and correct at closing.
E. No condemnation proceedings or any other matters which might have a material adverse effect on the value of the Property shall be pending or threatened against the Property at the closing.
F. Any and all permits, licenses, or qualifications from any Federal, State or other local governmental agencies having jurisdiction over the Property, required for the development of the Property and construction of Buyer's model homes shall be obtained or obtainable.
G. Seller gives to Buyer evidence that its development loan financing is in a position to be funded and that the District Bonds have been sold and the proceeds thereof are available to pay for the subdivision improvements required to be constructed in accordance with paragraph 40 hereof.
H. Water and sewer shall be available to the satisfaction or waiver on or before Property pursuant to an agreement with the Closing Date governmental agencies having jurisdiction and all other utilities shall be available to the Property. If any of the conditions that all representations and warranties of Seller contained in this Agreement shall be true in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Dateprecedent to Buyer's obligation have not been satisfied, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of notifying Seller (unless Seller shall satisfy the condition precedent within thirty (30) days after such action notice), in which event Seller shall return the Deposit to Sellers on such date.
5.03Buyer. Proceeds Buyer may waive, at Buyer's option and in Buyer's sole discretion, any of the Purchase Price are payable conditions precedent to Sellers Buyer's obligation to close. ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP Date signed: By: s/sRandy Rieger August 12, 1996 --------------- Randy Rieger, as set forth in Exhibit “C” attached hereto.
5.04Authorized Agent of Xxein Management Company, Inc., Managing General Partner LENNAR HOMES, INC. No default shall exist Date signed: By: /s/Tom Herman August 9, 1996 ------------- Tom Herman Vice President EXHIBIT (h) FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of the Closing Date with any loan obligations 26th day of Sellers to Buyer.
5.05. On or before June, 1995 (the Closing Date"Amendment"), is made by and between Royal Palm Beach Colony, Limited partnership, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder Delaware Limited Partnership (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company "BORROWER"), and Union Bank of no less than twenty-four Florida (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion"Bank" or "Lender").
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Contract for Sale and Purchase (Royal Palm Beach Colony LTD Partnership)
Conditions Precedent to Closing. 5.013.01. The obligations Purchaser’s obligation to close the acquisition of Buyer under the Property pursuant to this Agreement shall be subject to conditioned on the satisfaction or waiver on or before following (collectively, the “Purchaser Closing Date Conditions”):
(a) No material adverse change in the condition of the conditions that all representations Property shall have occurred since the Effective Date.
(b) All of Seller’s covenants and warranties of Seller obligations contained in this Agreement shall have been performed by Seller in all material respects as of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof Effective Date and at Closing.
(c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the Xxxxx Acquisition Property, which insures good and marketable fee simple title to the Xxxxx Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof.
(d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby.
(e) No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein.
(f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing.
(g) If Purchaser so elects, and in the manner Purchaser elects, the Seller, at Seller’s sole cost and expense, shall have released (or caused to be released) the Property from any license agreements, franchise agreements, management agreements, tri-party agreements, licenses, leases, service contracts, equipment leases, supply agreements, vendor contracts, any other contracts for services or goods provided to or encumbering the Property, and any other agreements (collectively, the “Property Contracts”) that would interfere with Purchaser’s intended use of the Property.
(h) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall have caused any such tenants or parties in possession to vacate the Property, all at Seller’s sole cost and expense.
(i) The Xxxxx Acquisition Land shall have been legally subdivided from the remainder of the Original Xxxxx Land (including the recording of a major or minor subdivision plat, as applicable) such that the Xxxxx Acquisition Land exists as a distinct and legal tax parcel (the “Subdivision”). Purchaser, at Purchaser’s expense, shall pursue the Subdivision. Seller shall cooperate with Xxxxx’s efforts to secure the Subdivision. If any of the above conditions precedent to Purchaser’s obligation to close has not been satisfied as of the Closing Date as if such representations and warranties were made on and or as of the Closing Dateapplicable due dates noted in such condition, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer Purchaser may (i) terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds Seller and receive a full refund of the Purchase Price are payable to Sellers Xxxxxxx Money, whereby Purchaser shall have no further obligations or liabilities under this Agreement, except as expressly set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as herein, (ii) extend the Closing or due date of the Closing Date with any loan obligations performance of Sellers the applicable condition by written notice to Buyer.
5.05. On or before the Closing Date, Seller for a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred reasonable period of time to as “Builder”) allow for the purchase by Builder from satisfaction of the Company of no less than twenty-four condition (24) lots owned by the Company in a form and substance acceptable to Buyerand, if Purchaser requests, in its sole discretion.
5.06. At Closing the Company will , Seller and Purchaser shall enter into an Option amendment to this Agreement to evidence the extension), or (iii) waive the condition, in whole or in part, and consummate the Closing contemplated hereby. If the Purchaser elects to extend the Closing or due date for performance, and at the Purchase and Sale end of Real Property with Bxxxxxxx Xxxxxx Homessuch extended period of time, LLC the applicable condition still has not been satisfied, Purchaser may elect to exercise the remedies set forth in items (“BMH”i) for purchase by BMH from or (iii) in the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHimmediately preceding sentence.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions Precedent to Closing. 5.0110.1. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
10.1.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Effective Date, and 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.
10.1.2. There shall not exist any material, adverse encumbrance or title defect affecting the Property except for the Permitted Exceptions or matters to be satisfied at Closing.
10.1.3. Existing Lender shall have given in writing the Lender Approval and shall be prepared to execute and deliver the Lender Approval Documents at Closing.
10.1.4. Within three (3) business days of Closing, Buyer shall have obtained, on terms acceptable to Buyer in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Buyer, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Buyer’s receipt of the Ground Lessor Consent, however, Buyer shall be solely responsible to pay to such lessor any and all costs, fees and expenses required in connection with the Ground Lessor Consent, if any. Buyer and Seller shall execute and deliver at Closing, an assignment and assumption of lease agreement and any other documents required in connection with the assignment and assumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form substantially similar to Exhibit E hereto (the “Ground Lease Assignment Documents”). In the event that Buyer or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Buyer or Seller shall have performed the right to terminate this Agreement, whereupon Section 10.3 below shall govern. Buyer shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor within three (3) business days prior to Closing; provided, however, so long as Buyer complies with its obligations under this Section 10.1.4 in no event shall Buyer have any liability for its failure to obtain such consent.
10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent:
10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects all agreementsas of the Effective Date, covenants and conditions required by this Agreement to be performed by them Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the Closing Dateterms of this Agreement.
5.0210.2.2. In Existing Lender shall have given in writing the event Lender Approval, with a release of Seller and all guarantors, indemnitors, and affiliates of Seller from all liability (except for matters which arose during Seller’s period of ownership).
10.3. If any of such condition is not fully satisfied by Closing, the material conditions to party in whose favor the obligations of Buyer are not satisfied or waived on or prior to condition runs shall notify the Closing Date, then Buyer other party and may terminate and cancel this Agreement by delivery of written notice of (in all events such action written notice shall be given prior to Sellers on such date.
5.03. Proceeds Closing) whereupon this Agreement may be canceled, and upon return of the Purchase Price are payable Due Diligence Items, the Deposit shall be paid to Sellers Buyer (except in the case of (a) a failure of the condition precedent described in Section 10.1.1, in which case the provisions of Section 8.2.2 shall apply, and (b) a failure of the condition precedent described in Section 10.2.1, in which case the Seller shall retain the Deposit), all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder except as otherwise expressly set forth herein; provided, however, that if Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as Section 10.1.2, Seller may, within five (5) days of receipt of Buyer’s notice agree to satisfy the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase condition by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable written notice to Buyer, in its sole discretionand Buyer shall thereupon be obligated to close the transaction contemplated hereby provided Seller so satisfies such condition.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Landmark Apartment Trust of America, Inc.)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under this Agreement shall be Purchaser's obligation to consummate the Closing is subject to the satisfaction or waiver on or before the Closing Date of all of the conditions that all representations and warranties of Seller contained set forth in this Agreement Section 9 of this Agreement. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be true effective only if made in all material respects as writing. If Purchaser consummates the Closing notwithstanding that Sellers have not complied with one or more of the date hereof conditions precedent, Purchaser shall be deemed to have elected to waive its rights and as remedies against Sellers in respect to such matters. Each of the following are conditions precedent (the "Conditions Precedent") to the obligation of Purchaser to complete the Closing Date as if such representations and warranties were made purchase the Partnership Interests. If any Condition Precedent is not satisfied on and as of the Closing Date, and that Seller Purchaser shall have performed in all material respects all agreements, covenants and conditions required by the right to terminate this Agreement and receive a return of the Xxxxxxx Money, and shall have all remedies pursuant to be performed by them on Section 10 hereof.
9.1 Sellers shall not have received any notice that the Improvements are in violation of any applicable local, state or federal laws in any respect that has not been cured prior to the Closing Date.
5.029.2 Each and every representation and warranty of Sellers is materially true and correct as of the Effective Date and the Closing Date.
9.3 As of the Closing Date, Sellers shall not be in material default under this Agreement.
9.4 The risk of loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage is not Material (as defined herein), at the Closing Sellers shall deliver to Purchaser an amount, as reasonably determined by Sellers, equal to (x) the proceeds paid to Owner by Owner's insurer, plus (y) the amount of any deductibles, plus (z) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (x) and (y). If such proceeds have not then been paid to Owner, at the Closing, Sellers shall give Purchaser a credit against the Purchase Price in an amount, as reasonably determined by Sellers, equal to (a) the proceeds to be paid to Owner by Owner's insurer, plus (b) the amount of any deductibles, plus (c) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (a) and (b). If such damage is Material (as defined herein), Purchaser may elect by notice to Sellers given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to either (a) proceed in the same manner as in the case of damage that is not Material or (b) terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to Purchaser. In the event any that Purchaser does not timely notify Seller of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers its election as set forth in Exhibit “C” attached heretothe immediately preceding sentence, Purchaser shall be deemed to have elected the preceding clause (b). Damage as to any one or multiple occurrences shall be defined as "Material" if the cost to repair the damage exceeds $750,000.00.
5.049.5 The risk of loss until the Closing shall be borne by Sellers. No default Sellers shall exist as promptly give Purchaser any notice that it receives of any eminent domain proceedings that are threatened or instituted with respect to the Property from governmental authorities having jurisdiction over the Property and having the power of eminent domain with respect to the Property. By notice to Seller given within ten (10) days after Purchaser receives any such notice described in the immediately preceding sentence, and if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election, Purchaser shall (a) in the event and only in the event that the eminent domain proceedings described in the applicable notice would result in a Material Condemnation (as defined herein), have the option to terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to Purchaser or (b) proceed under this Agreement, in which event at the Closing, Sellers shall turn over to Purchaser any award it has received with respect to such taking and shall assign to Purchaser its right to any loan obligations award. The term "Material Condemnation" shall mean the occurrence of Sellers to Buyer.
5.05. On any one of the following: (a) a condemnation or before taking of all or substantially all of the Closing DateProperty by any governmental authority having jurisdiction over the Property, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (b) any or all hereinafter referred of the material improvements at the Property are, or any portion of any material improvement at the Property is (and such portion is material to the current use and occupancy of the Property as “Builder”an apartment project), condemned or taken by any governmental authority having jurisdiction over the Property, (c) for any easement, or any portion of any easement (and such easement or portion of such easement is material to the purchase current use and occupancy of the Property as an apartment project), located on or otherwise benefiting the Property is condemned or taken by Builder any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is adversely affected, (d) access to or from the Company Property is impaired in any manner whatsoever as a result of no less than twenty-four any condemnation or taking by any governmental authority having jurisdiction over the Property, (24e) lots owned as a consequence of any condemnation or taking by any governmental authority having jurisdiction over the Company Property, the property so condemned or taken results in the Property not complying in all respects with all requirements of all governmental authorities having jurisdiction over the Property, including, without limitation, all zoning laws, rules and regulations governing the Property, or (f) any other condemnation or taking by any governmental authority having jurisdiction over the Property as a form result of which the current use and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company occupancy of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHProperty as an apartment project is materially adversely affected.
Appears in 1 contract
Samples: Partnership Interest Purchase and Sale Agreement (Amli Residential Properties Trust)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
9.1. All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof hereof, and 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. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at Closing.
9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Closing, effective as of Closing, the Closing Date management agreement affecting the Property shall be terminated by Seller and any and all termination fees incurred as if a result thereof shall be the sole obligation of Seller.
9.4. Seller shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto.
9.5. If any of the conditions set forth in this Section 9 is not fully satisfied by Closing, Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement will be canceled, and upon return of the Due Diligence Items, the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder.
9.6. If Buyer notifies Seller of a failure to satisfy any of the conditions precedent set forth in this Section 9, Seller may, within five (5) days of receipt of Buyer's notice agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such representations and warranties were made on and as of condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, and that Seller shall have performed in all material respects all agreements, covenants and conditions required by this Agreement to shall be performed by them on or prior to canceled and the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default Deposit shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable returned to Buyer and to BMHneither party shall have any further liability hereunder.
5.079.7. At Closing the Company shall enter into a management contract with BMH to handle administration If Buyer's acquisition of the Company and development and sales Property is part of a tax-deferred exchange pursuant to Section 1031 of the lots owned by Code, it is a condition precedent to the Company upon terms and conditions acceptable closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and BMHChicago Deferred Exchange Corporation (Accommodator). Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.
Appears in 1 contract
Conditions Precedent to Closing. 5.01. The obligations following conditions shall exist at the time of Buyer under this Agreement Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Purchaser) of each such condition:
A. Seller shall have delivered to Purchaser an estoppel certificate dated not more than thirty (30) days prior to Closing (a “Tenant Estoppel”), from those tenants listed on or before Exhibit G attached hereto (the Closing Date “Required Tenant Estoppels”) and from additional tenants leasing at least eighty percent (80%) of the conditions that all balance of the rentable area of the Property, substantially in the form of the tenant estoppel certificate attached hereto as Exhibit G-1, dated after the Effective Date, and containing no significant modifications or deletions to, or exceptions from, the statements contained therein of the matters required to be confirmed by the Tenant Estoppel. A Tenant Estoppel shall be deemed not delivered if it rightfully (i) claims any offsets or defenses in favor of the tenant, (ii) lists any landlord defaults, (iii) reflects any tenant rights or landlord obligations not set forth in the Lease, or (iv) lists any leases or other agreements not delivered to Purchaser. Closing may be extended for up to fifteen (15) days to allow Seller to obtain the Tenant Estoppels.
B. The Title Company will be in a position to issue a policy of title insurance to Purchaser in the full amount of the Purchase Price showing good and marketable title vested in the Purchaser, subject only to the Permitted Exceptions.
C. Each of the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as of the Closing Date, and that respects.
D. Seller shall have materially performed in and complied with all material respects all agreementsof the terms, conditions and covenants and conditions required by this Agreement to be performed by them on or and complied with prior to or on the Closing Date.
5.02E. If the Property is subject to a reciprocal easement agreement or other similar document pursuant to which the Property is bound by common easements, covenants and/or restrictions, Purchaser’s obligations hereunder shall be conditioned upon Purchaser’s receipt of an estoppel certificate in the form attached hereto as Exhibit K, from the association or other party or parties that govern or operate the properties subject to such agreement.
F. If required by law, Seller shall deliver to Purchaser any certificate of occupancy, re-sale certificate, use and occupancy permit or other license, permit or approval necessary to lawfully transfer the Property to Purchaser, and Seller shall make all repairs required to the Property as a condition to the issuance of the same (or provide security to the applicable governing body to secure completion of the same). In If any one or more of the event conditions set forth above are not satisfied as of the date specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and make full Closing under this Agreement without any adjustment in the Purchase Price, or (b) terminate this Agreement, whereupon the Deposit will be paid to the Purchaser and Purchaser and Seller shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to waive some or all of the foregoing conditions as determined in its sole and absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing and executed by Purchaser. The foregoing shall not affect Purchaser’s remedies if any of the material foregoing conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel as a result of Seller’s default under this Agreement by delivery of written notice of such action to Sellers on such dateAgreement.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, in its sole discretion.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Broad Street Realty, Inc.)
Conditions Precedent to Closing. 5.01. The Each of Assignor’s and Assignee’s obligations of Buyer under this Agreement shall be subject is conditioned upon Landlord’s consent to the satisfaction Assignment on the terms and conditions of this Agreement. If such consent is not given by the date that is 45 days following the date of this Agreement, either party may cancel this Agreement upon 15 days written notice to the other; provided, however such cancellation shall not be effective if consent is obtained from Landlord prior to the expiration of such 15-day period.
(a) Assignor’s obligations under this Agreement are further conditioned upon Xxxxxxxx’s execution and delivery of a release of Assignor from all obligations and liabilities arising or waiver accruing under the Lease from and after the Closing Date.
(b) Assignee’s obligations under this Agreement are further conditioned upon (i) delivery of the Leased Premises by Assignor on or before the Closing Date of in substantially the conditions that all representations and warranties of Seller contained in this Agreement shall be true in all material respects same condition existing as of the date hereof of this Agreement, reasonable wear and as tear excepted, and broom clean and free of the Closing Date as if such representations and warranties were made Assignor’s personal property not being conveyed to Assignee on and as of the Closing Date, and that Seller shall have performed (ii) removal of Assignor’s identity signage in all material respects all agreements, covenants the interior front hallway of the Leased Premises (and conditions required by this Agreement any other signage located in the Leased Premises) and repair of the area(s) to be performed by them on or prior a neat and clean condition at Assignor’s sole cost and expense. Subject to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived terms in this Section 3(b), on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of Assignee shall accept the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist as of the Closing Date with any loan obligations of Sellers to Buyer.
5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable to Buyer, Leased Premises in its sole discretionthen “as-is” condition, with all faults and without any representation or warranty by Assignor.
5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.
Appears in 1 contract
Samples: Landlord Consent to Assignment and Assumption of Lease (XOMA Royalty Corp)
Conditions Precedent to Closing. 5.01. 5.1 The obligations of Buyer under pursuant to this Agreement shall shall, at the option of Buyer, be subject to the satisfaction or waiver on or before the Closing Date following conditions precedent:
5.1.1 All of the conditions that all representations representations, warranties and warranties agreements of Seller contained set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if such representations and warranties were made on and as Close of the Closing DateEscrow, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the Closing Dateterms of this Agreement.
5.02. In 5.1.2 There shall be no change in the event matters reflected in the Title Report, and there shall not exist any of encumbrance or title defect affecting the material conditions Property not described in the Title Report except for the Permitted Exceptions or matters to the obligations of Buyer are not be satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery or on Close of written notice of such action to Sellers on such dateEscrow.
5.03. Proceeds 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the Purchase Price are payable to Sellers management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as set forth in Exhibit “C” attached heretoa result thereof shall be the sole obligation of Seller.
5.04. No default shall exist 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Closing Date with Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any loan obligations and all termination fees incurred as a result thereof shall be the sole obligation of Sellers Seller.
5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer.
5.05. On or before 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the Closing Dateright to obtain the Replacement Financing, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance on terms acceptable to Buyer, in its sole discretion.
5.06. At Closing and (ii) the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC Replacement Financing Loan Fees shall be credited (“BMH”) for purchase by BMH from the Company of the thirtyon a dollar-seven (37) remaining lots not subject to the abovefor-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMH.dollar basis)
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN 2002 Value Fund LLC)
Conditions Precedent to Closing. 5.01. The obligations of Buyer under 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Agreement shall be Agreement, Purchaser’s obligation to close hereunder is subject to the satisfaction or waiver on or before the Closing Date each and all of the following conditions that all precedent:
A. All of Sellers’ representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the date hereof when made and also as of the Closing Date as if when remade.
B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser.
C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied.
D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner’s title insurance policies (each, a “Title Policy” and collectively, the “Title Policies”) insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Purchase Price allocated to such Property on Schedule I, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Paragraph 12.1. In the event this Agreement is terminated pursuant to Paragraph 7.3, Purchaser and Seller shall each bear one half (1/2) the cost of any cancellation fees charged by Escrowee in connection with the issuance of commitments for the Title Policies. The immediately preceding sentence shall survive the termination of this Agreement.
6.2 In addition to any other conditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the following conditions precedent:
A. All of Purchaser’s representations and warranties were made on contained in this Agreement shall be true and as of the Closing Date, and that Seller shall have performed correct in all material respects all agreements, covenants when made and conditions required by this Agreement to be performed by them on or prior to the Closing Date.
5.02. In the event any of the material conditions to the obligations of Buyer are not satisfied or waived on or prior to the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on such date.
5.03. Proceeds of the Purchase Price are payable to Sellers as set forth in Exhibit “C” attached hereto.
5.04. No default shall exist also as of the Closing Date with any loan obligations of Sellers to Buyerwhen remade.
5.05. On or before the Closing DateB. All documents, a Sales Agreement must instruments and assurances required hereunder to be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred delivered to as “Builder”) for the purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Company in a form and substance acceptable Sellers shall have been duly delivered to Buyer, in its sole discretionSellers.
5.06. At Closing the Company will enter into an Option C. All material covenants and agreements of Purchaser under this Agreement for the Purchase shall have been duly performed and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (“BMH”) for purchase by BMH from the Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms and conditions acceptable to Buyer and to BMH
5.07. At Closing the Company shall enter into a management contract with BMH to handle administration of the Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to Buyer and BMHsatisfied.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cole Credit Property Trust III, Inc.)
