CONDITIONS TO BUYER'S PERFORMANCE. Absent a waiver in writing, all obligations of the Buyer under this Agreement are subject to satisfaction of the following conditions on or before the Closing Date:
CONDITIONS TO BUYER'S PERFORMANCE. XXXXX’s obligation to consummate the Close of Escrow is conditioned on all of the following:
(1) SELLER’s Closing Deliveries. At Close of Escrow, SELLER shall deliver the following to the Escrow Holder:
(i) The Deed, executed and acknowledged by SELLER, in the form attached as Exhibit B.
(ii) an affidavit of non-foreign status of SELLER under the Foreign Investment in Real Property Tax Act.
(iii) a settlement statement showing both the SELLER’s and the BUYER’s credits and debits consistent with this Agreement (the “Settlement Statement”).
(iv) any transfer declarations required by applicable law;
(v) an owner’s affidavit in form and substance reasonably acceptable to Escrow Holder to delete the non-survey related standard, pre-printed exceptions.
(vi) any other customary closing documents in form and substance reasonably satisfactory to SELLER and BUYER to consummate the Transaction.
CONDITIONS TO BUYER'S PERFORMANCE. Not Met. By Buyer with written notice to Seller and the Trust if the Closing Date has not occurred on or before December 31, 1996. Notwithstanding the foregoing, Buyer may not exercise any right to terminate this Agreement pursuant to this paragraph if Buyer has breached in any material respect its covenants or agreements set forth in this Agreement in any manner that shall have proximately contributed to the failure of the Closing Date to occur on or before December 31, 1996.
CONDITIONS TO BUYER'S PERFORMANCE. This Agreement and Buyer’s obligations hereunder to close on the Property on the Closing Date are conditioned, for the sole benefit of Buyer, upon the following being satisfied on and as of the Closing Date:
CONDITIONS TO BUYER'S PERFORMANCE. Buyer shall be under no obligation to perform any provision of this Agreement and may cancel the sale and purchase described in this Agreement if at the time set for the Closing, any of the following conditions have not been met:
CONDITIONS TO BUYER'S PERFORMANCE. Buyer’s obligations to purchase and pay the purchase price for the Purchased Assets are subject to the following express conditions:
(a) The representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing Date.
(b) All of the covenants of Seller set forth herein and which were to be performed at or prior to the Closing Date shall have been duly performed.
(c) There shall not have been instituted or threatened, on or before the Closing Date, any action or proceeding before any court or governmental agency or body, or by a public authority, with respect to the acquisition of the Purchased Assets as contemplated hereby.
(d) All agreements between Buyer and another party hereto shall have been fully executed and delivered. Seller shall have executed and delivered the General Assignment and Xxxx of Sale and other instruments provided for herein, and such other documents, reasonably satisfactory to Buyer’s counsel, as shall be necessary or appropriate to the transfer of the Purchased Assets to Buyer.
(e) Seller shall have obtained all required consents or approvals in writing of all parties whose consent or approval is necessary for the transfer of the Purchased Assets.
(f) Counsel for Seller shall have delivered to Buyer an opinion of counsel as set forth in Paragraph 7.1(f).
CONDITIONS TO BUYER'S PERFORMANCE. Buyer’s obligation to purchase the Shares and otherwise perform hereunder is subject to the satisfaction of each of the following conditions, except to the extent expressly waived by Buyer in writing.
(a) Xxxxxxxxxxxx.xxx (Washington), Inc. (“Tenant”) shall have assigned that certain Office/Warehouse Building Lease (the “Lease”) dated May 1, 2002 (but signed May 9, 2002), between itself and Xxxxx Xxxxxxx – Fife, LLC (“Landlord”) for the premises now occupied by the Corporation, in form reasonably acceptable to Buyer, such assignment to include without limitation all deposits made to the Landlord in connection with the Lease and all rights under the Lease and the Option Agreement For Purchase of Real Property referred to in and signed on the same date as the Lease. As consideration for such assignment, at the closing, Buyer shall forgive any balance owed to him by Tenant.
(b) Between the execution of this Agreement and the closing there shall not have been any material, adverse change in the financial condition of the Corporation nor shall it have suffered any material loss or damage to its assets that materially affects its value or the ability to conduct its business.
(c) The representations and warranties given by the Seller in Section 4 will be true and correct in every particular as if it made those representations and warranties on the Closing Date.
(d) Seller will have delivered all items required by the terms of Section 2.2(a).
(e) The Buyer is satisfied with its review of the Corporation’s stock record book, its minute book, and its year-end December 31, 2002 financial statements.
(f) The Corporation has not issued any equity or debt securities not reflected on the financial statements referred to in paragraph (e) above.
(g) The parties shall have obtained an independent appraisal of the value of the Shares indicating a value of not more than $154,000, taking into account the covenants given in Section 5.
CONDITIONS TO BUYER'S PERFORMANCE. The obligations of the Buyer hereunder are conditioned upon the following. If any condition set forth in this Section is not satisfied by the Closing Date, or such later date as Seller and Buyer agree upon in writing, this Agreement shall terminate, and the $1,000.00 xxxxxxx money, deposited by Buyer as listed above in section 2.1 will be returned to Buyer.
5.1 The representations of Seller in this Agreement are true and correct.
5.2 The Easement will be conveyed to Buyer as provided in Sections 3 and 4.
5.3 Eminent domain proceedings affecting the Property have not been commenced and Seller has not received any notice or threat of such proceedings.
5.4 Buyer’s obligation to purchase the Easement from Seller and to close this transaction is subject to the approval of the ____________ Land Trust Board of Directors.
5.5 Buyer’s obligation to purchase the Easement from Seller is subject to the approval of and funding by FUNDING AGENCY.
5.6 Buyer’s obligation to purchase the Easement from Seller is subject to the approval of and funding by FUNDING AGENCY #2.
CONDITIONS TO BUYER'S PERFORMANCE. The Buyer will have the right to terminate this Agreement, and will not be obligated to complete the purchase of the Real Property or to perform the Buyer’s other obligations under this Agreement unless the following conditions have been satisfied:
(a) The Seller’s title to the Property has been accepted by the Buyer pursuant to this Agreement, or if the Buyer objects to any defects in the Seller’s title, then the Seller shall cure those defects on or before the date of closing.
(b) On the date of closing the Seller executes and delivers to the Closing Agent all of the documents which this Agreement requires the Seller to execute and deliver in form acceptable to the Buyer.
(c) Inspection and testing of the Real Property by consultants at the Buyer's expense reveals no conditions which are unacceptable to the Buyer.
(d) Inspection (Phase I Environmental Assessment) of the Property by environmental consultants at the Buyer’s expense, if Buyer elects to do such inspection, reveals no evidence of underground storage tanks or hazardous substances which are unacceptable to the Buyer. For the purposes of this paragraph, "hazardous substances" means any toxic, dangerous, or hazardous waste, substance, or material under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, any so-called Superfund or Superlien law, or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste, substance, or material. In the event that the Phase I environmental assessment reveals the need to do a Phase II assessment, the parties agree to equally share the cost of the Phase II assessment. Any remediation or cleanup necessary as a result of the Phase II assessment shall be the responsibility of the Seller. Seller shall remove and properly dispose of the following items of property that are identified on pages 14-15 of the Phase I Environmental Assessment prepared by AMEC Geomatrix, Inc., dated May of 2011: all of the industrial debris pile, outdoor drums of hydraulic, abandoned heavy machinery, tires, paintball course debris, and picnicking area debris. If the Seller does not perform the remediation or cleanup required prior to the date of closing, Buyer may, in its sole discretion, terminate this agreement.
(e) The Buyer has reviewed and analyzed the water rights which are appurte...
CONDITIONS TO BUYER'S PERFORMANCE. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Buyer:
(a) The representations and warranties by the Sellers contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date.
(b) There shall have been no material adverse change in the physical condition of the Purchased Assets as of the Closing Date, except depletion through normal production within authorized allowables and rates of production, and depreciation of equipment by ordinary wear and tear.
(c) No suit or other proceeding shall be pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the purchase and sale contemplated by this Agreement.
(d) The Sellersshall have performed or complied with all agreements and covenants required by this Agreement for which performance or compliance is required prior to or at the Closing Date.
