Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing." 3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms. 4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability (a) If Buyer fails to procure a commitment for first mortgage financing for close on January 31, 2002, because Buyer is unable, or otherwise fails, to obtain the acquisition of HNB Loan or the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21HCIC Financing, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7Seller may elect after January 31, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21, 19962002, to terminate this Agreement, whereupon Buyer shall promptly thereafter reimburse Seller for all of Seller's out of pocket expenses incurred in which case connection with the negotiation of this Agreement and the Contemplated Transactions and all related activities (including accounting and legal costs), up to a maximum reimbursement of $300,000. Except as otherwise expressly provided in this Section 9.3, such reimbursement shall become null be Seller's and void without Insignia's sole remedy and all further action obligations of the parties and all Earnest Money theretofxxx xxxosited into under this Agreement will terminate, except that the escrow by Purchaser together with any interest accrued thereon, shall be delivered to Purchaserparties' obligations in Sections 11.2, and neither party shall have any further liability 11.3 will survive.
(b) Notwithstanding the provisions of Section 9.3(a), if Buyer fails to provide to Seller on or before:
(i) 5:00 p.m., E.S.T., Thursday, January 4, 2002, evidence or assurance reasonably satisfactory to Seller of HNB's approval (or waiver by HNB of such approval as a condition to making the HNB Loan) of Section 2.2(e) of this Agreement (i.e., the agreements between Buyer and Insignia relating to the otherprospective participation of Insignia as a lender in the HNB Loan); or
(ii) 5:00 p.m. E.S.T., except for those covenants Thursday, January 4, 2002, evidence or assurance reasonably satisfactory to Seller of HNB's approval (or waiver by HNB of such approval as a condition to making the HNB Loan) of the terms and obligations hereunder which expressly survive conditions of the termination formation of Buyer including the contribution of 100% of the equity interests of the Shareholders' Companies (as such term is used in the HNB Commitment) and of this Agreement. In Agreement and other documents and agreements supporting and evidencing the event Purchaser fails to deliver such notice same; or
(iii) 5:00 p.m. E.S.T., Tuesday, January 15, 2002, evidence or assurance reasonably satisfactory to Seller that Buyer has obtained commitments from affiliates or Purchaser fails "insiders" of Buyer to deliver purchase not less than $3,000,000 of participation interests in the Application Evidence on HCIC Financing; or
(iv) 5:00 p.m. E.S.T., Tuesday, January 15, 2002, evidence or before October 7assurance reasonably satisfactory to Seller that Key Bank has agreed to release the guaranty of Insignia of the Key Bank line of credit financing to First Ohio Mortgage at (or before) a January 31, 19962002, Closing of the Contemplated Transactions; or
(v) 5:00 p.m. E.S.T., Friday, January 18, 2002, evidence or assurance reasonably satisfactory to Seller that Buyer and HNB have mutually approved in all material respects the terms and provisions of the documents and agreements governing and constituting the HNB Loan, including the collateral securing Buyer's obligations under the HNB Loan; or
(vi) 5:00 p.m. E.S.T., Friday, January 18, 2002, evidence or assurance reasonably satisfactory to Seller that HNB has completed to HNB's satisfaction legal and financial due diligence with respect to the Contemplated Transactions, the Financing Contingency shall be deemed satisfied prospective HNB Loan and the parties hereto shall proceed thereto (or that HNB has waived such completion as a condition to Closing."making the HNB Loan); or
3. Except as amended hereby(vii) 5:00 p.m. E.S.T., Friday, January 18, 2002, evidence or assurance reasonably satisfactory to Seller that Buyer and HCIC have mutually approved in all material respects the Agreement shall be terms and remain unchanged provisions of the documents and agreements governing and constituting the HCIC Financing, including the collateral securing Buyer's obligations under the HCIC Financing; or
(viii) 5:00 p.m. E.S.T., Friday, January 18, 2002, evidence or assurance reasonably satisfactory to Seller that Buyer, HCIC and all participants in full force the HNB Loan have mutually approved in all material respects the terms and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each provisions of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.intercreditor agreement;
Appears in 1 contract
Samples: Stock Purchase Agreement (Insignia Financial Group Inc /De/)
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 8,500,000 with a 9.5% an interest rate of not more than 165 basis points over ten (10) years U.S. Treasury Bills per annum constant interest rate and 20 a 25 year amortization and reasonably acceptable to Purchaser in all material respects (the "Financing Contingency") on or before October 21February 28, 19961997. Purchaser acknowledges and agrees that it shall submit its application (or equivalent) for a commitment for first mortgage such financing in accordance with the provisions set forth above on or before October 7by five (5) business days after execution of this Agreement and pay all application and other fees associated therewith. Upon Seller's request, 1996, and Purchaser shall provide Seller with either a letter from the proposed lender evidencing that said application and any application fee (or equivalent) has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence")completed 10 business days after execution of this Agreement. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21February 28, 19961997, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21February 28, 19961997, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited into theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Samples: Agreement of Sale (Balcor Realty Investors 85 Series Iii)
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 2,662,500.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant 5,400,000 at the then-current market rate of interest rate and 20 year amortization (the "Financing Contingency") on or before October 21September 11, 19961996 (the "Financing Contingency Date"). Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October within seven (7, 1996) days from the date hereof, and shall provide Seller with either copies of the completed application materials submitted to the lender and a letter copy of the check representing the application fee within fourteen (14) days from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence")date hereof. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21, 1996the Financing Contingency Date, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21, 1996the Financing Contingency Date, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited into theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended herebyNotwithstanding anything contained in this Section 9 to the contrary, in the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an originalevent that Purchaser is unable to close on the proposed first mortgage financing on or before the Closing Date, but all of which, when taken together shall constitute one and the same instrumentdelay is caused solely by the actions of Purchaser's lender, Purchaser, upon ten (10) days' prior written notice to Seller, shall have a one time right to extend the Closing Date for a period not to exceed ten (10) days.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 2,137,500.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21September 23, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996within ten (10) business days from the date hereof, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 within ten ("Application Evidence")10) business days from the date hereof. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21September 23, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21September 23, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited theretofore deposited into the escrow by Purchaser Pxxxxxxxr together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21September 23, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996within ten (10) business days from the date hereof, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 within ten ("Application Evidence")10) business days from the date hereof. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21September 23, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21September 23, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited theretofore deposited into the escrow by Purchaser Xxxxxxxer together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are (STRIKE IF NOT APPLICABLE)
6.1 This offer is contingent upon Purchaser's ability to procure Buyer obtaining from an insurance company, bank, savings and loan association or other financial institution, or from any correspondent or agent thereof, a commitment for first mortgage financing for the acquisition of the Property to lend to Buyer a sum not less than $630,000.00 at a fixed interest rate not to exceed 10% per annum, payable in an amount equal monthly installments, including interest, amortized over a period of not less than $2,250,000.00 with 20 years and all due in not less than 10 years, or at a 9.5% per annum constant variable interest rate commencing at an interest rate not to exceed ___ per annum, amortized over a period of not less than ___ years and 20 year amortization all due in not less than ___ years, and in either case, with loan fees not to exceed ___ of the amount of the new loan (the "Financing Contingency") on or before October 21, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application EvidenceNew Loan"). In The New Loan shall be secured by a first deed of trust upon the event Purchaser has complied with Property and shall be upon the requirements set forth in following additional terms and conditions: None other than above, and upon such other terms and conditions as are usually required by such lender.
6.2 Buyer hereby agrees to diligently pursue obtaining the preceding sentenceNew Loan. If Buyer shall fail to notify its Broker, but is unable to satisfy the Financing Contingency on or before October 21, 1996, then Purchaser shall have the option, upon written notice to Escrow Holder and Seller, exercised no later than October 21, 1996, to terminate this in writing within 60 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency.
6.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in which case writing, within the time specified in Paragraph 6.2 hereof, that Buyer has not obtained said new Loan, this Agreement shall become null be terminated, and void without further action Buyer shall be entitled to the prompt return of the parties Buyer's Deposit and all Earnest Money theretofxxx xxxosited into the escrow any other funds deposited by Purchaser together or for Buyer with Escrow Holder or Seller, plus any interest accrued earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closingpay."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Samples: Standard Offer and Agreement for Purchase of Real Estate (Supergen Inc)
Financing Contingency. Purchaser's and Seller's obligations under The transactions contemplated by this Agreement are shall be contingent upon Purchaser's ability Buyer obtaining approval of a loan to procure finance up to one hundred (100%) percent, of the cash portion of the Purchase Price (the “Loan Amount”) no later than sixty (60) days after the Agreement Date (the “Loan Approval Period”), for a commitment fixed or adjustable interest rate, which initial interest rate shall not exceed eight (8%) percent per annum and for first mortgage financing a term of at least five (5) years (the “Financing”). Buyer agrees to make a loan application for the acquisition Financing within ten (10) Business Days after the Agreement Date. If Buyer is unable to obtain a loan approval without reasonable conditions (including an appraisal of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization Company’s assets sufficient to support the Loan Amount) for the Financing (the "Financing Contingency"“Loan Approval”) on or before October 21prior to the expiration of the Loan Approval Period, 1996. Purchaser acknowledges Buyer may provide written notice to Company and agrees Shareholder stating that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee Buyer has been received unable to obtain the Loan Approval and notify the Company and Shareholder that the Buyer has elected to either (i) waive the Loan Approval, in which event this Agreement will continue as if the Loan Approval had been obtained or an affidavit from Purchaser stating that Purchaser submitted said application (ii) terminate this Agreement. If Buyer fails to timely deliver written notice to the Shareholder and paid any application fee on Company prior to the expiration of the Loan Approval Period electing (i) or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth ii) in the preceding sentence, but is unable to satisfy then the Financing Contingency on or before October 21, 1996, then Purchaser Loan Approval shall have the option, upon written notice to Seller, exercised no later than October 21, 1996, to terminate this Agreementbe deemed waived, in which case event this Agreement shall become null will continue as if the Loan Approval had been obtained. If this Agreement is timely terminated as set forth above, then Buyer, Shareholder and void without further action of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with any interest accrued thereon, Company shall be delivered to Purchaser, and neither party shall have any released from all further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of under this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, any portion of the Financing Contingency from Buyer’s lender is not available on the Closing Date due to the failure of the Buyer’s lender to fund on an issued loan commitment due to reasons outside of the Buyer’s control, such as the failure of the Buyer’s lender, a disruption to the financial markets, a “Force Majeure Event” (as hereinafter defined) or the revocation of the issued loan commitment through no fault of the Buyer, then no later than five (5) days after Buyer receives written notice of Buyer’s lender’s revocation of an issued loan commitment or inability to fund the loan, Buyer may elect to terminate this Agreement and the Buyer, Company and Shareholder shall be deemed satisfied and the parties hereto shall released from all further obligations under this Agreement or Buyer may elect to proceed to Closing."
3. Except Until the Loan Approval is obtained, any due diligence material to be provided by the Shareholder and the Company as amended hereby, part of the Agreement application process shall be and remain unchanged and subject to the Due Diligence Limitations set forth in full force and effect in accordance with its terms.
4Section 1.5. This Amendment The Financing may be executed secured by, among other things, a first position security interest in counterparts each the assets of which the Company. For clarification, no shareholder of Buyer shall be deemed an original, but all required to provide a personal guaranty as a condition of which, when taken together shall constitute one and the same instrumentLoan Approval.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Transportation & Logistics Systems, Inc.)
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are (Strike if not applicable)
5.1 This offer is contingent upon Purchaser's ability to procure Buyer obtaining from an insurance company, financial institution or other lender, a commitment for first mortgage financing for the acquisition of the Property in an amount of to lend to Buyer a sum not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization 1, 993, 500. 00, at terms reasonably acceptable to Buyer. Such loan (the "Financing ContingencyNew Loan") on or before October 21, 1996shall be secured by a first trust upon the Property. Purchaser acknowledges and agrees that it shall submit its application If this Agreement provides for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21, 1996carry back junior financing, then Purchaser Seller shall have the optionright to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, upon written notice in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan.
5.2 Buyer hereby agrees to diligently pursue obtaining the New Loan. If Buyer shall fail to notify its Broker, Escrow Holder and Seller, exercised no later than October 21, 1996, to terminate this in writing within 30 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency.
5.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in which case writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall become null be terminated, and void without further action Buyer shall be entitled to the prompt return of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with Deposit, plus any interest accrued earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closingpay."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 2,662,500.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21September 23, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996within ten (10) business days from the date hereof, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 within ten ("Application Evidence")10) business days from the date hereof. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21September 23, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21September 23, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited theretofore deposited into the escrow by Purchaser xx Xxxchaser together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under The transactions contemplated by this Agreement are shall be contingent upon Purchaser's ability Buyer obtaining approval of a loan to procure finance and/or equity raise to secure up to one hundred (100%) percent, of the cash portion of the Purchase Price (the “Financing Amount”) no later than forty-five (45) days after the Agreement Date (the “Loan Approval Period”), for a commitment fixed or adjustable interest rate, which initial interest rate shall not exceed eight (8%) percent per annum and for first mortgage financing a term of at least five (5) years (the “Financing”). Buyer agrees to make a loan application for the acquisition Financing within ten (10) Business Days after the Agreement Date. If Buyer is unable to obtain a loan approval without reasonable conditions (including an appraisal of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization Company’s assets sufficient to support the Loan Amount) for the Financing (the "Financing Contingency"“Loan Approval”) on or before October 21prior to the expiration of the Loan Approval Period, 1996. Purchaser acknowledges Buyer may provide written notice to Company and agrees Shareholder stating that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee Buyer has been received unable to obtain the Loan Approval and notify the Company and Shareholder that the Buyer has elected to either (i) waive the Loan Approval, in which event this Agreement will continue as if the Loan Approval had been obtained or an affidavit from Purchaser stating that Purchaser submitted said application (ii) terminate this Agreement. If Buyer fails to timely deliver written notice to the Shareholder and paid any application fee on Company prior to the expiration of the Loan Approval Period electing (i) or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth ii) in the preceding sentence, but is unable to satisfy then the Financing Contingency on or before October 21, 1996, then Purchaser Loan Approval shall have the option, upon written notice to Seller, exercised no later than October 21, 1996, to terminate this Agreementbe deemed waived, in which case event this Agreement shall become null will continue as if the Loan Approval had been obtained. If this Agreement is timely terminated as set forth above, then Buyer, Shareholder and void without further action of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with any interest accrued thereon, Company shall be delivered to Purchaser, and neither party shall have any released from all further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of under this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, any portion of the Financing Contingency from Buyer’s lender is not available on the Closing Date due to the failure of the Buyer’s lender to fund on an issued loan commitment due to reasons outside of the Buyer’s control, such as the failure of the Buyer’s lender, a disruption to the financial markets, a “Force Majeure Event” (as hereinafter defined) or the revocation of the issued loan commitment through no fault of the Buyer, then no later than five (5) days after Buyer receives written notice of Buyer’s lender’s revocation of an issued loan commitment or inability to fund the loan, Buyer may elect to terminate this Agreement and the Buyer, Company and Shareholder shall be deemed satisfied and the parties hereto shall released from all further obligations under this Agreement or Buyer may elect to proceed to Closing."
3. Except Until the Loan Approval is obtained, any due diligence material to be provided by the Shareholder and the Company as amended hereby, part of the Agreement application process shall be and remain unchanged and subject to the Due Diligence Limitations set forth in full force and effect in accordance with its terms.
4Section 1.5. This Amendment The Financing may be executed secured by, among other things, a first position security interest in counterparts each the assets of which the Company. For clarification, no shareholder of Buyer shall be deemed an original, but all required to provide a personal guaranty as a condition of which, when taken together shall constitute one and the same instrumentLoan Approval.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Transportation & Logistics Systems, Inc.)
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 4,875,000.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21September 23, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996within ten (10) business days from the date hereof, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 within ten ("Application Evidence")10) business days from the date hereof. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21September 23, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21September 23, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited theretofore deposited into the escrow by Purchaser xx Xxxchaser together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
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Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization Purchaser shall have until 5:00 p.m. Chicago time on November 26, 1996 (the "Financing ContingencyPeriod") on to obtain a commitment for financing in an amount not to exceed Four Million Fifty Thousand and No/100 Dollars ($4,050,000.00) from an institutional lender at an interest rate not to exceed the sum of (a) the yield for a treasury note with a term equal to the term of the loan, plus (b) one hundred eighty basis points or before October 21, 19961.8%. Purchaser acknowledges agrees to (i) diligently pursue and agrees that it shall submit use good faith in obtaining such financing, (ii) deliver to Seller prior to the expiration of the Inspection Period, its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996said financing, and (iii) keep Seller advised of the status of obtaining said financing. The date on which Purchaser obtains such a financing commitment shall provide Seller with either a letter from be the lender evidencing that said application and any application fee has been received or an affidavit from "Financing Contingency Date". If Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy obtain a financing commitment as referenced in this Paragraph 25, Purchaser shall haxx xxx xxxxx xx xxxxxxxte this Agreement by giving written notice of such termination to Seller at any time prior to the expiration of the Financing Contingency on or before October 21, 1996Period. If written notice is not given by Purchaser pursuant to this Paragraph 25 prior to the expiration of the Financing Period, then the right of Purchaser to terminate this Agreement pursuant to this Paragraph 25 shall be waived and Purchaser shall be deemed to have obtained such financing on the option, upon last day of the Financing Period. If Purchaser terminates this Agreement by written notice to Seller, exercised no later than October 21, 1996, Seller prior to terminate this Agreement, in which case this Agreement shall become null and void without further action the expiration of the parties and all Financing Period, the Earnest Money theretofxxx xxxosited into the escrow by theretofore deposixxx xx Purchaser shall be immediately paid to Purchaser, together with any interest accrued earned thereon, shall be delivered to Purchaser, and neither party Purchaser nor Seller shall have any further right, obligation or liability to the otherunder this Agreement, except for those covenants Purchaser's obligation to indemnify Seller and obligations hereunder which expressly survive restore the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7Property, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closingas more fully set forth in Paragraph 7.1."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Samples: Agreement of Sale (Balcor Realty Investors 86 Series I)
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability to procure a commitment for first mortgage financing for the acquisition of the Property in an amount of not less than $2,250,000.00 4,875,000.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21September 23, 1996. Purchaser acknowledges and agrees that it shall submit its application for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996within ten (10) business days from the date hereof, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 within ten ("Application Evidence")10) business days from the date hereof. In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21September 23, 1996, then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21September 23, 1996, to terminate this Agreement, in which case this Agreement shall become null and void without further action of the parties and all Earnest Money theretofxxx xxxosited theretofore deposited into the escrow by Purchaser Xxxxxxxer together with any interest accrued thereon, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996Seller, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closing."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
Appears in 1 contract
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are contingent upon Purchaser's ability Buyer shall have until 5:00 p.m. Central Time on February 7, 2006 (the “Financing Contingency Period”) to procure a commitment for first mortgage determinate the availability of financing for to Buyer in connection with the acquisition of the Property in an amount of not less than $2,250,000.00 with a 9.5% per annum constant interest rate and 20 year amortization (the "Financing Contingency") on or before October 21, 1996Property. Purchaser acknowledges and agrees If Buyer reasonably determines that it shall submit its application for a commitment for first mortgage cannot obtain such financing on terms reasonably satisfactory to Buyer and Buyer notifies Seller and the Title Company of such determination in accordance with writing prior to the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy expiration of the Financing Contingency on or before October 21, 1996Period (the “Financing Termination Notice”), then Purchaser shall have the option, upon written notice to Seller, exercised no later than October 21, 1996, to terminate this Agreement, in which case this Agreement shall become null be terminated and void without of no further action of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with any interest accrued thereonforce or effect, shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed have no further obligations to Closing."
3each other (except for any obligations or liabilities that expressly survive termination of this Agreement) and the Deposit (less the Independent Consideration and less Buyer’s share of escrow cancellation costs, if any) shall be returned to Buyer at such time as Seller confirms in writing to the Title Company that it has received any documents, reports, agreements and other materials to be delivered to Seller upon a termination of this Agreement pursuant to the terms hereof. Except as amended herebyIf Buyer does not deliver the Financing Termination Notice to Seller and the Title Company prior to the expiration of the Financing Contingency Period, the this Agreement shall be and remain unchanged and continue in full force and effect and thereafter the Deposit shall be nonrefundable to Buyer and shall be applied by the Title Company in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.Section 3A.
Appears in 1 contract
Samples: Purchase Agreement (Excelsior Lasalle Property Fund Inc)
Financing Contingency. Purchaser's and Seller's obligations under this Agreement are 5.1 This offer is contingent upon Purchaser's ability to procure Buyer obtaining from an insurance company, financial institution or other lender, a commitment for first mortgage financing for the acquisition of the Property in an amount of to lend to Buyer a sum not less than $2,250,000.00 with 35,500,000, at terms reasonably acceptable to Buyer. Such loan (“New Loan”) shall be secured by a 9.5% per annum constant interest rate and 20 year amortization (first trust upon the "Financing Contingency") on or before October 21, 1996Property. Purchaser acknowledges and agrees that it shall submit its application If this Agreement provides for a commitment for first mortgage financing in accordance with the provisions set forth above on or before October 7, 1996, and shall provide Seller with either a letter from the lender evidencing that said application and any application fee has been received or an affidavit from Purchaser stating that Purchaser submitted said application and paid any application fee on or before October 7, 1996 ("Application Evidence"). In the event Purchaser has complied with the requirements set forth in the preceding sentence, but is unable to satisfy the Financing Contingency on or before October 21, 1996carry back junior financing, then Purchaser Seller shall have the optionright to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, upon written notice in writing, of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan.
5.2 Buyer agrees to diligently pursue obtaining the New Loan. If Buyer shall fail to notify its Broker, Escrow Holder and Seller, exercised no later than October 21, 1996, to terminate this in writing within 45 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency.
5.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in which case writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall become null be terminated, and void without further action Buyer shall be entitled to the prompt return of the parties and all Earnest Money theretofxxx xxxosited into the escrow by Purchaser together with Deposit, plus any interest accrued earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall be delivered to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations hereunder which expressly survive the termination of this Agreement. In the event Purchaser fails to deliver such notice to Seller or Purchaser fails to deliver the Application Evidence on or before October 7, 1996, the Financing Contingency shall be deemed satisfied and the parties hereto shall proceed to Closingpay."
3. Except as amended hereby, the Agreement shall be and remain unchanged and in full force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts each of which shall be deemed an original, but all of which, when taken together shall constitute one and the same instrument.
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