EDA’s Contingencies Clause Samples
The "EDA’s Contingencies" clause outlines specific conditions or events that must be satisfied or occur before the obligations under the agreement become binding or certain actions are taken. In practice, this clause may list requirements such as regulatory approvals, financing arrangements, or the completion of due diligence, which must be met before the parties proceed with the transaction. Its core function is to protect the parties by ensuring that critical prerequisites are addressed, thereby reducing risk and preventing premature commitments.
EDA’s Contingencies. EDA’s obligation to proceed to Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
EDA’s Contingencies. The EDA’s obligation to close on the sale of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived:
(a) Developer shall have performed all of the obligations required to be performed by Developer under this Agreement as of the Closing Date; and
(b) Developer shall have delivered to the EDA all of the Developer’s Documents described in Section 4.4(3); and
(c) The EDA shall have approved the sale of the Development Property to the Developer after a public hearing and upon satisfaction of all other conditions required by State law; and
(d) the EDA shall have executed the Third Party Purchase Agreement with respect to the portion of the Development Property described therein and conditions to closing set forth therein shall have satisfied; and
(e) The Developer shall have submitted the Construction Plans to the EDA and the City, and the EDA and the City shall have approved the Construction Plans pursuant to Section 5.5 hereof; and
(f) The City shall have approved a building permit for the construction of the Project; and
(g) Developer shall have received or the EDA shall have determined that the Developer will receive all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project including without limitation any needed variances and final Plat or subdivision approval; and
(h) Developer shall have obtained all necessary financing for development of the Project; and
(i) The EDA shall have obtained final Plat approval or obtain the necessary subdivision approvals to create the Development Property as a separate legal parcel; and
(j) The City shall have determined that the Project to be undertaken by the Developer on the Development Property is in conformance with this Agreement and the development objectives set forth in resolution of the City authorizing the Tax Abatement Program; and
EDA’s Contingencies. 5.1.1. Unless waived by EDA in writing, EDA’s obligation to proceed to Closing shall be subject to (a) performance by Seller of its obligations hereunder,
EDA’s Contingencies. The EDA’s obligation to close on the purchase of the Sale Property is expressly conditioned upon each of the following contingencies being satisfied or waived:
(a) obligations required to be performed by Developer under this Agreement as of the Closing Date, including but not limited to, delivery of all of the Developer’s Documents described in Section 3.4(2) hereof; and
(b) the EDA shall have completed such environmental investigation (including soil conditions) with respect to the Sale Property as it deems prudent and shall be satisfied with the results thereof; and
(c) the EDA shall have obtained the Sale Property Purchase Agreement for the purchase of the Sale Property from the EDA, executed by Sale Property Purchaser, in form and substance satisfactory to the EDA, and all conditions to closing on such purchase set forth therein shall have been satisfied; and
(d) on the Closing Date, the Title Company shall be irrevocably committed to issue to EDA an owner’s policy of title insurance with respect to the Sale Property in form and substance approved by EDA.
(e) on the Closing Date, the Developer shall have deposited $50,000, in the Environmental Escrow Account, to be applied in accordance with Section 3.7.
EDA’s Contingencies. A. Unless waived by EDA in writing or waived by the passage of time in the manner set forth herein, EDA’s obligation to proceed to Closing shall be subject to (a) performance by Seller of its obligations hereunder, (b) the continued accuracy of Seller’s representations and warranties provided in Section 9.1, and (c) EDA’s satisfaction, in EDA’s sole discretion, as to the contingencies described in this Section 5.1 within the time periods set forth below:
(1) On or before the Contingency Date (as defined in Section 5.1(C)), EDA shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by EDA’s Investigations, and (b) all other inspections and due diligence regarding the Property, including any Due Diligence Materials. If EDA has not terminated this Agreement on or before the Contingency Date, the contingency set forth in this paragraph (1) shall be deemed waived.
(2) On or before the Contingency Date, EDA may obtain an ALTA survey for the Property certified to EDA and Title. If EDA has not terminated this Agreement on or before the Contingency Date, the contingency set forth in this paragraph (2) shall be deemed waived.
(3) On or before the Contingency Date, EDA shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to EDA in EDA’s sole discretion, not disclosing any encumbrance not acceptable to EDA in EDA’s sole discretion (the “Approved Commitment”). If EDA has not terminated this Agreement on or before the Contingency Date, the contingency set forth in this paragraph (3) shall be deemed waived.
(4) On or before the Closing Date, Seller shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of the Property.
(5) On or before the Closing Date, EDA and Seller shall modify, amend or assign the Tax Increment Financing Agreement, entered into on January 31, 2006 by and between the parties, which was amended by the First Amendment on August 4, 2008 and the Tax Increment Financing Revenue Note issued on August 1, 2016.
(6) On or before the Closing Date, Seller shall have obtained all valid, necessary and sufficient waivers, assignments, subordinations, non- disturbance, attornments, approvals, authorizations, estoppel certificates and consents of each and every party whose waiver, subordination, non-disturbance, attornment, approval, authorization, estoppel certifi...