Common use of Optionee’s Conditions Clause in Contracts

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. 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 Optionor and Escrow Holder: (i) Optionors Optionor shall have delivered applicable the applicable Optionors’ Optionor’s Deliveries to Escrow Holder. (ii) As of the Closing, no Optionor shall must not 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 Optionor shall be deemed not to be in Default hereunder, and Escrow Holder shall proceed to close Escrow as though Optionors Optionor were not in Default. Optionee’s failure to give such notice to Escrow Holder shall not excuse performance by Optionors Optionor of any obligation hereunder. (iii) All of Optionors’ Optionor’s 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. 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 Optionor and Escrow Holder: (i) Optionors Optionor shall have delivered applicable the applicable Optionors’ Optionor’s Deliveries to Escrow Holder. (ii) As of the Closing, no Optionor shall not 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 Optionor shall be deemed not to be in Default hereunder, and Escrow Holder shall proceed to close Escrow as though Optionors Optionor were not in Default. Optionee’s failure to give such notice to Escrow Holder shall not excuse performance by Optionors Optionor of any obligation hereunder. (iii) All of Optionors’ Optionor’s 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.