Common use of CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE Clause in Contracts

CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE. 5.2.1 The obligation of District to convey the Property and perform the other obligations it is required to perform on the Closing Date shall be subject to the following listed conditions precedent. (a) Developer shall have performed all obligations hereunder required to be performed by Developer prior to the Closing Date. (b) The representations and warranties made by Developer in Section 3.2 of this Agreement shall be true and correct in all material respects on and as if made on the Closing Date. (c) The Development Plan and all Project Drawings for the Project shall have been approved as Approved Plans and Specifications in their entirety pursuant to Article 4. (d) Developer shall be ready, willing, and able in accordance with the terms and conditions of this Agreement to acquire the Property and proceed with the development of the Project in accordance with the Approved Plans and Specifications and the Declaration. (e) Developer shall have executed a First Source Agreement and a CBE Agreement. (f) Developer shall have furnished to District certificates of insurance or duplicate originals of insurance policies required of Developer hereunder. (g) Developer shall have provided satisfactory evidence of its authority to acquire the Property and perform its obligations under this Agreement. (h) Developer shall have provided satisfactory evidence of zoning changes, lot consolidations or subdivisions, or other approvals. (i) Developer shall have obtained all Permits required under Section 105A of Title 12A of the D.C. Municipal Regulations. (j) Developer shall have delivered (or caused to be delivered) the original, executed documents required to be delivered pursuant to Section 6.2.2 herein. (k) Developer shall have secured all equity and debt financing necessary to construct the Project pursuant to this Agreement and the Declaration. (l) Settlement Agent shall have irrevocably committed itself in writing to issue a title insurance policy for the Property at regular rates, free and clear of all encumbrances, subject only to the Permitted Exceptions. (m) There shall have been no material adverse change in the financial condition of any Guarantor, determined in accordance with the provisions of Section 4.5.2 or, if a material adverse change has occurred, District has approved a substitute guarantor pursuant to Section 4.5.2.

CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE. 5.2.1 The obligation of District to convey the Property and perform the other obligations it is required to perform on the Closing Date shall be subject to the following listed conditions precedent.: (a) Developer shall have performed all obligations hereunder required to be performed by Developer prior to the Closing Date. (b) The representations and warranties made by Developer in Section 3.2 of this Agreement shall be true and correct in all material respects on and as if made on the Closing Date. (c) The Development Plan and all Project Drawings for the Project shall have been approved as Approved Plans and Specifications in their entirety pursuant to Article 4. (d) Developer shall be ready, willing, and able in accordance with the terms and conditions of this Agreement to acquire the Property and proceed with the development of the Project in accordance with the Approved Plans and Specifications and the Declaration. (e) Developer shall have executed a First Source Agreement and a CBE AgreementIntentionally deleted. (f) Developer shall have furnished to District certificates of insurance or duplicate originals of insurance policies required of Developer hereunder. (g) Developer shall have provided satisfactory evidence of its authority to acquire the Property and perform its obligations under this Agreement. (h) Developer shall with the cooperation of the District, but at no cost to the District, have provided satisfactory evidence applied for and be diligently pursuing from the District of Columbia, or other authority having jurisdiction over the Property, approval of any zoning changes, lot consolidations or subdivisions, or other approvals. (i) Developer shall have obtained all Permits or an approval letter with the only condition being the payment of a fee to obtain all Permits required under Section 105A of Title 12A of the D.C. Municipal Regulations. (j) Developer shall have delivered (or caused to be delivered) the original, executed executed, and where applicable, notarized documents required to be delivered pursuant to Section 6.2.2 herein. (k) Developer shall have secured all equity and debt financing necessary to construct the Project pursuant to this Agreement and the Declaration. (l) Settlement Agent shall have irrevocably committed itself in writing to issue a title insurance policy for the Property at regular rates, free and clear of all encumbrances, subject only to the Permitted Exceptions. (m) There shall have been no material adverse change in the financial condition of any Guarantor, determined in accordance with the provisions of Section 4.5.2 or, if a material adverse change has occurred, District has approved a substitute guarantor pursuant to Section 4.5.2.

CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE. 5.2.1 The obligation of District to convey the Property and perform the other obligations it is required to perform on the Closing Date shall be subject to the following listed conditions precedent. (a) Developer shall have performed all obligations hereunder required to be performed by Developer at or prior to the Closing Date. (b) The representations and warranties made by Developer in Section 3.2 of this Agreement shall be true and correct in all material respects on and as if made on the Closing Date. (c) The Development Plan and all Project Drawings for the Project shall have been approved as Approved Plans and Specifications in their entirety pursuant to Article 4. (d) Developer shall be ready, willing, and able in accordance with the terms and conditions of this Agreement to acquire the Property and proceed with the development of the Project in accordance with the Approved Plans and Specifications and the Declaration. (e) Developer shall have executed a First Source Agreement and a CBE Agreement. (f) Developer shall have furnished to District certificates of insurance or duplicate originals of insurance policies required of Developer hereunder. (g) Developer shall have provided satisfactory evidence of its authority to acquire the Property and perform its obligations under this Agreement. (h) Developer shall have provided satisfactory evidence of any required zoning changes, lot consolidations or subdivisions, or other approvals. (i) Developer shall have obtained all Permits required under Section 105A of Title 12A of the D.C. Municipal Regulations. (j) Developer shall have delivered (or caused to be delivered) the original, executed documents required to be delivered pursuant to Section 6.2.2 herein. (k) Developer shall have secured all equity and debt financing necessary to construct the Project pursuant to this Agreement and the Declaration. (l) Settlement Agent shall have irrevocably committed itself in writing to issue a title insurance policy for the Property at regular rates, free and clear of all encumbrances, subject only to the Permitted Exceptions. (m) There shall have been no material adverse change in the financial condition of any Guarantor, determined in accordance with the provisions of Section 4.5.2 or, if a material adverse change has occurred, District has approved a substitute guarantor pursuant to Section 4.5.2.

CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE. 5.2.1 The obligation of District to convey the Property and perform the other obligations it is required to perform consummate Closing on the Closing Date shall be subject to the following listed conditions precedent.: (a) Developer shall have performed all of its material obligations hereunder and observed and complied with all material covenants and conditions required to be performed by Developer at or prior to the Closing Date.under this Agreement; (b) The the representations and warranties made by Developer in Section 3.2 of this Agreement shall be true and correct in all material respects on and as if made on the Closing Date., and shall be updated as appropriate at Closing to reflect any changes in facts covered by such representations and warranties, and all documents heretofore delivered by Developer to District in support of such representations and warranties, including, without limitation, updated and current organizational documents, shall be delivered by Developer to District prior to Closing; (c) The this Agreement shall not have been previously terminated pursuant to any other provision hereof; (d) District’s authority, pursuant to the Resolution, to proceed with the disposition, as contemplated in this Agreement, shall have not previously expired; (e) the Development Plan and all Project Construction Drawings for the Project shall have been approved as Approved Plans and Specifications Construction Drawings in their entirety pursuant to Article 4.IV; (df) all Other Submissions shall have been approved in their entirety pursuant to Article IV; (g) Developer shall be have certified to District in writing that it is ready, willing, and able in accordance with the terms and conditions of this Agreement to acquire the Property and proceed with the development and construction of the Project in accordance with the Approved Plans and Specifications Construction Drawings and the Declaration.Construction and Use Covenant; (eh) Developer shall not be in default under the terms of the First Source Agreement with DOES; (i) Developer shall not be in default under the terms of the SBE Agreement with DSLBD; (j) Developer shall have executed a First Source Agreement and a CBE Agreement.obtained all Approvals necessary to accomplish the Project (including, if applicable, the approval of the PUD Application by the Zoning Commission); (fk) Developer shall have furnished to District certificates of insurance or duplicate originals of insurance policies required of Developer hereunder. (gl) Developer shall have provided satisfactory evidence District with a resolution adopted by Developer authorizing its acquisition of its authority to acquire the Property and perform the performance by Developer of its obligations under this Agreement.; (h) Developer shall have provided satisfactory evidence of zoning changes, lot consolidations or subdivisions, or other approvals. (im) Developer shall have obtained all Permits required under Section 105A of Title 12A to demolish the Gymnasium and to commence renovation of the D.C. Municipal Regulations.Grimke School Building and construction on the Vacant Parcel, but shall not be required to have applied for such Permits which are normally obtained during the course of construction of the Project, nor any Permits that will be required to commence construction on the 9 ½ Street Fee Parcel; (jn) Developer shall have delivered (or caused to be delivered) the original, executed documents required to be delivered pursuant to Section 6.2.2 herein.; (ko) Developer shall have secured all equity Debt Financing and debt financing Equity necessary to construct the Project pursuant Improvements on the Vacant Parcel and renovate the Grimke School Building in accordance with the Development Plan and to this Agreement fully perform all development and construction obligations contained in the Construction and Use Covenant with respect to the Vacant Parcel and the Declaration.Grimke School Building; (lp) Settlement Agent there shall be no changes to the Final Project Funding Plan and Budget, except to the extent such changes have been previously approved by District; (q) Developer shall have irrevocably committed itself in writing to issue executed a title insurance policy construction contract with its general contractor for the Property at regular rates, free Vacant Parcel and clear of all encumbrances, subject only to the Permitted Exceptions.Grimke School Building; (mr) There there shall have been occurred no material adverse change in the financial condition of any Guarantor, determined in accordance with the provisions of Section 4.5.2 4.8.3 or, if a material adverse change has occurred, District has approved a substitute guarantor pursuant to Section 4.5.24.8.3; and (s) the Subdivision shall have been completed.