Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to close on the purchase of the Property is conditioned on the following: (a) Seller will have performed all of the covenants and obligations to be performed by Seller under this Agreement at or before the Closing, and the representations and warranties of Seller set forth in this Agreement will be true in all material respects on and as of the Closing Date; and (b) There will have been no material adverse change from the Effective Date in the condition of the Property, other than as a result of a casualty or condemnation which will be governed by Section 6.2 hereof. If one or more of the conditions set forth above in this Section 7.1 has not been satisfied as of the Closing Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such termination to Seller at any time on or before the Closing Date, in which case, the Deposit will be immediately returned to Purchaser and neither party will have any further rights or obligations hereunder, except that if the failure to satisfy any such condition is due to a breach or default by Seller of any of its covenants, agreements, representations, warranties or other obligations hereunder, then the provisions of Section 9.2 will apply.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Innovative Food Holdings Inc)
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to close on the purchase of the Property Premises is conditioned on the following:
(a) Seller will shall have performed all of the covenants and obligations to be performed by Seller under this Agreement at or before the Closing, and the representations and warranties of Seller set forth in this Agreement will shall be true in all material respects on and as of the Closing Date; and;
(b) There will shall have been no material adverse change from since the Effective Date in the condition of the Property, other than as a result of a casualty or condemnation which will be governed by Section 6.2 hereofPremises. If one or more of the conditions set forth above in this Section 7.1 8.1 has not been satisfied as of the Closing Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such termination to Seller at any time on or before the Closing Date, in which case, the Deposit will Xxxxxxx Money shall be immediately returned to Purchaser and neither party will shall have any further rights or obligations hereunder, except that if the failure to satisfy any such condition is due to a breach or default by Seller of any of its covenants, agreements, representations, warranties or other obligations hereunder, then the provisions of Section 9.2 will shall apply.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation to close on the purchase of the Property is conditioned on the following:
(a) Seller will shall have performed all of the covenants and obligations to be performed by Seller under this Agreement at or before the Closing, and the representations and warranties of Seller set forth in this Agreement will shall be true in all material respects on and as of the Closing Date; and
(b) There will there shall have been no material adverse change from the Effective Date in the condition of the Property, other than as a result of a casualty or condemnation which will shall be governed by Section Sections 6.1 and 6.2 hereof. ; and If one or more of the conditions set forth above in this Section 7.1 has not been satisfied as of the Closing Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such termination to Seller at any time on or before the Closing Date, in which case, the Deposit will Xxxxxxx Money shall be immediately returned to Purchaser and neither party will shall have any further rights or obligations hereunder, except that if the failure to satisfy any such condition is due to a breach or default by Seller of any of its covenants, agreements, representations, warranties or other obligations hereunder, then the provisions of Section 9.2 will shall apply.
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Samples: Purchase and Sale Agreement (Rubicon Technology, Inc.)
Conditions to Purchaser’s Obligation to Close. Purchaser’s obligation (a) Purchaser shall not be obligated to close on proceed with the purchase Closing unless and until each of the Property is conditioned on the followingfollowing conditions has been either fulfilled or waived in writing by Purchaser:
(a1) This Agreement shall not have been previously terminated pursuant to any provision hereof;
(2) Purchaser receives updated Required Estoppels as contemplated by Section 6(e);
(3) Seller will have performed all of the covenants and obligations shall be prepared to deliver or cause to be performed by Seller under this Agreement delivered to Purchaser all items to be delivered to Purchaser at or before the Closing, and the representations and warranties of Seller set forth in this Agreement will be true in all material respects on and as of the Closing Datepursuant to Section 14, Section 16 or any other provision of this Agreement; and
(4) No Seller (i.e. borrower) default exists under the Buyer Loan Documents.
(b) There will In the event that any of the foregoing conditions shall not have been no material adverse change from fulfilled on or before the Effective Date in the condition of the Property, other than as a result of a casualty or condemnation which will be governed by Section 6.2 hereof. If one or more of the conditions set forth above in this Section 7.1 has not been satisfied as of the Final Closing Date, then Purchaser may, in its sole discretion, terminate this Agreement by delivering written notice of such termination subject to Seller at any time on or before the Closing Date, in which case, the Deposit will be immediately returned to Purchaser and neither party will have any further rights or obligations hereunder, except that if the failure to satisfy any such condition is due to a breach or default by Seller of any of its covenants, agreements, representations, warranties or other obligations hereunder, then the provisions of Section 9.2 will apply18(b) hereof, Purchaser may elect, upon notice to Seller, to terminate this Agreement, in which event the Exxxxxx Money shall be returned to Purchaser, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Owens Realty Mortgage, Inc.)