Optionee’s Conditions Clause Samples
The 'Optionee’s Conditions' clause sets out specific requirements or conditions that must be satisfied by the party holding an option (the optionee) before they can exercise their rights under an agreement. These conditions might include obtaining regulatory approvals, completing due diligence, or ensuring that certain representations and warranties remain true. By clearly outlining these prerequisites, the clause ensures that the optionee cannot proceed unless all stipulated conditions are met, thereby protecting both parties and providing a clear framework for when the option can be validly exercised.
Optionee’s Conditions. Optionee’s obligations under this Agreement to Close Escrow are subject to the fulfillment of the following conditions at or prior to the Closing Date, each of which shall be deemed waived unless Optionee exercises its rights pursuant to Section
Optionee’s Conditions. Each of the following shall constitute a condition precedent to the obligations of Optionee to close the Escrow after Optionee delivers the Option Exercise Notice, and may be waived only by a written waiver executed by Optionee and delivered to Optionors and Escrow Holder:
(i) Optionors shall have delivered the applicable Optionors’ Deliveries to Escrow Holder.
(ii) As of the Closing, no Optionor shall have committed any material breach of this Agreement, including any material breach of a representation and warranty expressly stated herein. If Optionee does not give Escrow Holder written notice of any Optionor’s Default, for purposes of this section only, Optionors shall be deemed not to be in Default hereunder, and Escrow Holder shall proceed to close Escrow as though Optionors were not in Default. Optionee’s failure to give such notice to Escrow Holder shall not excuse performance by Optionors of any obligation hereunder.
(iii) All of Optionors’ representations and warranties set forth herein shall be true and correct as of Closing in all material respects.
(iv) Title Company must be irrevocably committed to issue each Title Policy and/or each Additional Title Coverage, as applicable, to Optionee as of Closing.
(v) With respect to the applicable Properties Under Contract, each Underlying Seller has consented to the applicable Underlying Agreement Assignment to the extent required by the applicable Underlying Agreement, as determined by Optionee in its sole discretion; provided, however, if any Underlying Seller has not so consented, then if requested by Optionee, Optionee and the applicable Optionor shall enter into an assignment and agency agreement, pursuant to the terms of which such Optionor shall (x) convey to Optionee, all of such Optionor’s beneficial ownership interest in and to the applicable Property Under Contract, and (y) act as agent on behalf of Optionee for purposes of consummating the transaction contemplated under the applicable Underlying Agreement.
Optionee’s Conditions. The Optionee’s obligation to complete the transactions contemplated by this Agreement is subject to fulfillment of the following conditions, each of which is for the sole benefit of the Optionee:
(a) the representations and warranties of the Owner contained in section 7.1 will be true on and as of the Closing Date in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date;
Optionee’s Conditions. Unless specifically prohibited by law, if the Optionors exercise their Put, Omega will use its best efforts to cause all of the conditions to Closing set forth in Sections 6 and 7 which are within Omega’s control to be satisfied prior to the Closing Date and Omega will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transactions contemplated by this Agreement or which would cause any representation, warranty or covenant made by Omega in this Agreement or in any certificate, list, Exhibit, or other instrument furnished or to be furnished pursuant hereto, or in connection with the transaction contemplated hereby, to be untrue in any material respect as of the Closing Date.
Optionee’s Conditions. All obligations of the Optionees under this Agreement are subject to the fulfillment of each of the following conditions, any one or more of which may be waived in writing by Omega:
Optionee’s Conditions. 2.5.1.1 There shall have been no change to the physical condition of the Option Property, no new recorded title exceptions after the date of the Preliminary Title Report and no other title exceptions after the date of the Survey that (in each case) would adversely affect the development, ownership, or use of the Option Property.
2.5.1.2 City shall have removed, or First American Title Insurance Company (the “Title Company”) shall have insured over, as applicable, the title exceptions that City has agreed to remove or insure over.
2.5.1.3 The Title Company shall have committed to issue at the Close of Escrow an ALTA extended coverage owner’s title insurance policy (“Owner’s Title Policy”), with any endorsements reasonably requested by Optionee, showing fee simple title to the Option Property vested in Optionee (or Optionee’s assignee as permitted by this Agreement), subject only to the Approved Title Exceptions.
2.5.1.4 The representations and warranties of City contained in this Agreement being true and correct in all material respects.
2.5.1.5 City shall have delivered all documents required to be delivered pursuant to Section 2.8.1.
2.5.1.6 City shall have performed, observed, and complied in all material respects with all covenants, agreements, and conditions that are required by this Agreement to be performed, observed, and complied with on its part prior to or as of the Close of Escrow.
Optionee’s Conditions. The obligation of the Optionee to complete the agreement of purchase and sale constituted by this Agreement shall be subject to the following conditions:
Optionee’s Conditions. The obligation of Optionee to complete the agreement of purchase and sale constituted by this Agreement shall be subject to the following conditions:
(i) Compliance with Agreement. On or before Closing, Optionor shall have kept, observed, performed, satisfied and complied in all material respects with all terms, covenants, conditions, agreements, requirements, obligations, restrictions and provisions required by this Agreement (including for greater certainty the covenants contained in Section 9 hereof) to be kept, observed, performed, satisfied or complied with by it prior to or on the Closing Date.