Common use of Conditions to Seller’s Performance Clause in Contracts

Conditions to Seller’s Performance. The Seller shall have the right, at the Seller’s sole discretion, to extend the Expiration Date or to terminate this Agreement if: (a) full payment of any mortgage insurance claim related to the loan previously secured by the Property is not confirmed prior to the closing or the mortgage insurance company exercises its right to acquire title to the Property; (b) the Seller determines that it is unable to convey title to the Property insurable by a reputable title insurance company at regular rates; (c) the Seller at any time has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property and/or such lender or other party has elected to repurchase the property (d) a third party with rights related to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing; (f) any third party, whether tenant, homeowners’ association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller’s acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the xxxxxxx money deposit; (h) the Seller, at the Seller’s sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Xxxxxx Mae procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or

Conditions to Seller’s Performance. The Seller shall have the right, at the Seller’s sole discretion, to extend the Expiration Date or to terminate this Agreement if: (a) full payment of any mortgage insurance claim related to the loan previously secured by the Property is not confirmed prior to the closing or the mortgage insurance company exercises its right to acquire title to the Property; (b) the Seller determines that it is unable to convey title to the Property insurable by a reputable title insurance company at regular rates; (c) the Seller at any time has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property and/or such lender or other party has elected to repurchase the property; (d) a third party with rights related to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing; (f) any third party, whether tenant, homeowners’ association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller’s acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the xxxxxxx money deposit;; SAMPLE (h) the Seller, at the Seller’s sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Xxxxxx Mae Xxx procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or

Conditions to Seller’s Performance. The Seller shall have the right, at the Seller’s sole discretion, to extend the Expiration Date or to terminate this Agreement if:: SAMPLE (a) full payment of any mortgage insurance claim related to the loan previously secured by the Property is not confirmed prior to the closing or the mortgage insurance company exercises its right to acquire title to the Property; (b) the Seller determines that it is unable to convey title to the Property insurable by a reputable title insurance company at regular rates; (c) the Seller at any time has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property and/or such lender or other party has elected to repurchase the property; (d) a third party with rights related to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing; (f) any third party, whether tenant, homeowners’ association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller’s acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the xxxxxxx money deposit; (h) the Seller, at the Seller’s sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Xxxxxx Mae Xxx procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or

Conditions to Seller’s Performance. The Notwithstanding anything contained herein to the contrary, the obligations of Seller shall have hereunder are subject to and conditioned upon the right, at satisfaction (or waiver in writing by Seller) of the Seller’s sole discretion, to extend the Expiration Date or to terminate this Agreement iffollowing conditions: (a) full payment The procurement of any mortgage insurance claim related the consent of a majority in interest of the limited partners of Seller to the loan previously secured by Purchase Transaction. Seller shall use diligent efforts to obtain such consent. If Seller shall not have received such consent within sixty (60) days after the Opening of Escrow and provided evidence thereof to Purchaser, Purchaser may upon written notice to Seller terminate this Agreement whereupon the Earnest Money plus interest xxxxxxn and (provided that Purchaser shall have elected to purchase the Property is not confirmed at or prior to the closing expiration of the Due Diligence Period) reimbursement of Purchaser's reasonable out-of-pocket expenses actually paid to third parties in connection with Purchaser's due diligence investigation and documented to Seller's reasonable satisfaction (such reimbursement, however, in no event to exceed Fifteen Thousand Dollars ($15,000.00) in the aggregate) shall be paid immediately by Title Company to Purchaser, and except as otherwise provided in this Agreement as to any Survival Item, neither Purchaser nor Seller shall have any further liability or the mortgage insurance company exercises its right to acquire title to the Property;obligation hereunder. (b) The lapse or other extinguishment of the rights of first refusal in favor of the joint venture partners of Seller determines contained in that it is unable certain Joint Venture Agreement of Canyon View Joint Venture dated December 30, 1985, and in that Joint Venture Agreement of Canyon View East dated December 14, 1987. Unless such rights of first refusal shall have lapsed or otherwise been extinguished and Purchaser shall have been furnished with evidence of such lapse or other extinguishment within thirty (30) days after the Opening of Escrow, Purchaser may upon written notice to convey title Seller terminate this Agreement whereupon the Earnest Money plus interest xxxxxxn and (provided that Purchaser shall have elected to purchase the Property at or prior to the Property insurable expiration of the Due Diligence Period) reimbursement of Purchaser's reasonable out-of-pocket expenses actually paid to third parties in connection with Purchaser's due diligence investigation and documented to Seller's reasonable satisfaction (such reimbursement, however, in no event to exceed Fifteen Thousand Dollars ($15,000.00) in the aggregate) shall be paid immediately by a reputable title insurance company at regular rates;Title Company to Purchaser, and except as otherwise provided in this Agreement as to any Survival Item, neither Purchaser nor Seller shall have any further liability or obligation hereunder. (c) the Seller at any time has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property and/or such lender or other party has elected to repurchase the property (dIn no event shall Purchaser be reimbursed under both of Setions 35(a) a third party with rights related to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing; (f) any third party, whether tenant, homeowners’ association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller’s acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the xxxxxxx money deposit; (h) the Seller, at the Seller’s sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Xxxxxx Mae procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or35(b).

Conditions to Seller’s Performance. The Notwithstanding anything contained herein to the contrary, the obligations of Seller shall have hereunder are subject to and conditioned upon the right, at satisfaction (or waiver in writing by Seller) of the Seller’s sole discretion, to extend the Expiration Date or to terminate this Agreement iffollowing conditions: (a) full payment The procurement of any mortgage insurance claim related the consent of a majority in interest of the limited partners of Seller to the loan previously secured by Purchase Transaction. Seller shall use diligent efforts to obtain such consent. If Seller shall not have received such consent within sixty (60) days after the Opening of Escrow and provided evidence thereof to Purchaser, Purchaser may upon written notice to Seller terminate this Agreement whereupon the Earnest Money plus ixxxxxxx thereon and (provided that Purchaser shall have elected to purchase the Property is not confirmed at or prior to the closing expiration of the Due Diligence Period) reimbursement of Purchaser's reasonable out-of-pocket expenses actually paid to third parties in connection with Purchaser's due diligence investigation and documented to Seller's reasonable satisfaction (such reimbursement, however, in no event to exceed Fifteen Thousand Dollars ($15,000.00) in the aggregate) shall be paid immediately by Title Company to Purchaser, and except as otherwise provided in this Agreement as to any Survival Item, neither Purchaser nor Seller shall have any further liability or the mortgage insurance company exercises its right to acquire title to the Property;obligation hereunder. (b) The lapse or other extinguishment of the rights of first refusal in favor of the joint venture partners of Seller determines contained in that it is unable certain Joint Venture Agreement of Canyon View Joint Venture dated December 30, 1985, and in that Joint Venture Agreement of Canyon View East dated December 14, 1987. Unless such rights of first refusal shall have lapsed or otherwise been extinguished and Purchaser shall have been furnished with evidence of such lapse or other extinguishment within thirty (30) days after the Opening of Escrow, Purchaser may upon written notice to convey title Seller terminate this Agreement whereupon the Earnest Money plus ixxxxxxx thereon and (provided that Purchaser shall have elected to purchase the Property at or prior to the Property insurable expiration of the Due Diligence Period) reimbursement of Purchaser's reasonable out-of-pocket expenses actually paid to third parties in connection with Purchaser's due diligence investigation and documented to Seller's reasonable satisfaction (such reimbursement, however, in no event to exceed Fifteen Thousand Dollars ($15,000.00) in the aggregate) shall be paid immediately by a reputable title insurance company at regular rates;Title Company to Purchaser, and except as otherwise provided in this Agreement as to any Survival Item, neither Purchaser nor Seller shall have any further liability or obligation hereunder. (c) the Seller at any time has requested that the servicing lender, or any other party, repurchase the loan previously secured by the Property and/or such lender or other party has elected to repurchase the property (dIn no event shall Purchaser be reimbursed under both of Setions 35(a) a third party with rights related to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing; (f) any third party, whether tenant, homeowners’ association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller’s acceptance of this Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the xxxxxxx money deposit; (h) the Seller, at the Seller’s sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Xxxxxx Mae procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or35(b).

Conditions to Seller’s Performance. The (a) As a prerequisite to the performance by Seller of any of its obligations under this Installment Sale Agreement, the District shall deliver to Seller, in form and substance satisfactory to Seller, the following: (i) An Escrow Agreement substantially in the form attached hereto as Exhibit I, satisfactory to Seller and executed by the District and the Escrow Agent and a copy of any existing Vendor Agreement between the District and a Vendor; (ii) A certified copy of a resolution, ordinance or other official action of the District’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Installment Sale Agreement and the Escrow Agreement and performance by the District of its obligations under this Installment Sale Agreement and the Escrow Agreement; (iii) A Certificate completed and executed by the Clerk or Secretary or other comparable officer of the District, substantially in the form attached hereto as Exhibit C-2, completed to the satisfaction of Seller; (iv) Opinions of Special Counsel and general counsel to the District, which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D and which are otherwise satisfactory to Seller; (v) Evidence of insurance as required by Section 3.06 and Section 5.05 hereof; (vi) Evidence that all the requirements under the Existing Parity Debt and any other existing Parity Obligation Instrument and with respect to the execution and delivery of this Installment Sale Agreement and the Escrow Agreement and the District’s acquisition, installation and financing of the Equipment and the transactions contemplated under this Installment Sale Agreement have been satisfied and evidence of compliance with all the rightadditional debt tests and restrictions and other conditions precedent in the Existing Parity Debt and any existing Parity Obligation Instrument in connection with the incurrence of debt evidenced by this Installment Sale Agreement as a Parity Obligation; (vii) All documents, including financing statements, affidavits, notices and similar instruments which Seller deems necessary or appropriate at that time pursuant to Section 4.02 hereof; (viii) A copy of the Form 8038-G, fully completed by Special Counsel as paid preparer and executed by the District; (ix) In the event that the District is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution; (x) Copies of invoices (and proofs of payment of such invoices, if the District seeks reimbursement) and bills of sale (if title to Equipment has passed to the District), to the extent required by Section 3.02(b) hereof; (xi) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; (xii) For each Vendor, a certified copy of any Surety Bond satisfying the conditions set forth in Section 3.08 hereof, or, at the Seller’s sole discretion, such Surety Bonds may be provided after the Commencement Date, provided however, that if there is a Vendor Agreement in place, no “Disbursement Request” pursuant to extend the Expiration Date or Escrow Agreement shall be authorized by Seller until such Surety Bonds satisfying the conditions set forth in Section 3.08 have been delivered to terminate this Agreement if:Seller; (axiii) full payment Evidence that each written agreement between the District and each Vendor provides and will provide that: (A) for and in consideration of amounts to be disbursed from the Escrow Account, that automatically and without any mortgage insurance claim related to the loan previously secured by the Property is not confirmed prior to the closing further act or the mortgage insurance company exercises its right to acquire action, ownership of and title to the PropertyEquipment (or portion thereof, as applicable) paid for by such disbursement shall vest in the District (or its assigns) immediately upon the Escrow Agent’s disbursement of moneys from the Escrow Account; and (B) acknowledges the vesting of legal title in the Equipment in the District as provided in Sections 4.01 hereof. (xiv) (A) a certificate signed by an authorized officer of the District dated the Commencement Date certifying that: (i) the representations and warranties of the District contained herein and in the other Related Documents to which the District is a party are true and correct in all material respects on and as of the Commencement Date; (ii) no Event of Default has occurred and is continuing or would result from the execution, delivery or performance of this Installment Sale Agreement or any other Related Document to which the District is a party; (iii) there has been no event or circumstance since the date of the audited annual financial statements of the District for the Fiscal Year ended June 30, 2022, that has resulted or could be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Change; (iv) the accuracy and genuineness of the names and signatures of the persons authorized to sign, on behalf of the District, the Related Documents to which the District is a party; (v) attached thereto are copies of the resolution of the governing board of the District substantially in the form attached hereto as Exhibit C-1 approving the execution and delivery of the Related Documents to which the District is a party, and the other matters contemplated hereby, that are true and complete in all material respects and in full force and effect on the Commencement Date; (vi) there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that challenges the organization or existence of the District, the authority of its governing board or officers, the proper authorization, approval and execution of the Related Documents to which the District is a party, the ability of the District otherwise to perform its obligations under the Related Documents to which the District is a party and the transactions contemplated thereby, the title of the District, as the case may be, in the Equipment or the pari passu pledge of the Net Revenues granted to the Seller or its assigns or the security interest granted to the Seller or its assigns in and to the Collateral; and (vii) the correct legal name of the District for purposes of the Uniform Commercial Code in effect in the State is Mission Springs Water District; (B) a certificate signed by an authorized officer of the District dated the Commencement Date in substantially the form attached hereto as Exhibit C-2; and (C) such other closing certificates of the District in form and substance satisfactory to the Seller; (xv) If requested by Seller, evidence that Seller’s sale of the Equipment to the District under this Installment Sale Agreement does not, and will not, result in an obligation of Seller to pay any ad valorem property (whether on real or personal property) or other taxes of any kind under state, State law or federal law and, if any such taxes are so payable during the Term of this Installment Sale Agreement, that the District has expressly provided for payment of such taxes in accordance with Section 3.05 hereof; and (xvi) Such other items reasonably required by Seller. (b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 1.03, the performance by Seller determines that it is unable to convey title to of any of its obligations under the Property insurable by a reputable title insurance company at regular rates;Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Installment Sale Agreement, and (ii) no Event of Default or Default having occurred and then be continuing. (c) Subject to satisfaction of the foregoing, Seller at any time has requested that will deposit the servicing lender, or any other party, repurchase Acquisition Amount with the loan previously secured by the Property and/or such lender or other party has elected Escrow Agent to repurchase the property (d) a third party with rights related be held and disbursed pursuant to the sale of the property does not approve the sale terms; (e) full payment of any property, fire or hazard insurance claim is not confirmed prior to the closing; (f) any third party, whether tenant, homeowners’ association, or otherwise, exercises rights under a right of first refusal to purchase the Property; (g) the Purchaser is the former mortgagor of the Property or is related to or affiliated in any way with the former mortgagor, and the Purchaser has not disclosed this fact to the Seller prior to the Seller’s acceptance of this Escrow Agreement. Such failure to disclose shall constitute default under this Agreement, entitling the Seller to exercise any of its rights and remedies, including, without limitation, retaining the xxxxxxx money deposit; (h) the Seller, at the Seller’s sole discretion, determines that the sale of the Property to the Purchaser or any related transactions are in any way associated with illegal activity of any kind; (i) the Agreement was accepted and executed by Seller in noncompliance with Xxxxxx Mae procedures or guidelines; (j) Seller determines in its sole discretion that the sale of the Property will subject Seller to liability and/or have an impact on pending, threatened or potential litigation; or.