Purchasers Contingencies a. Within ten (10) days following the Effective Date Seller shall provide copies of the following documents to Purchaser (all of which shall remain confidential and reviewed only by Purchaser, its accountants, attorneys, and lenders):
(i) A legal description of the Property.
(ii) A current rent roll dated within thirty (30) days of the Effective Date.
(iii) Copies of all tenant leases affecting the Property. 2
(iv) Copies of all current ad valorem tax bills and a list of utility bills pertaining to one (1) year prior to the Effective Date, along with paid receipts, if any.
(v) A copy of the most recent existing survey in Seller's possession.
(vi) Copies of all third party agreements pertaining to the property such as service contracts, personal property financing statements, equipment leases, etc.
(vii) A copy of Seller's most recent insurance policy or binder covering the Property (the same may be within a master policy).
(viii) A copy of the most recent environmental report for the Property, together with any written notices received by Seller pertaining to any environmental matters.
(ix) A description of any capital improvements made to the property or contemplated during the term of this Agreement.
(x) Marketing materials or Property brochures relating to the Property, if any.
(xi) Copies of any site plans, plot plans or floor plans in Seller's possession or control, if any. If within fifteen (15) business days following the receipt by Purchaser of the aforementioned documents ("Document Review Period") Purchaser notifies Seller, in writing, that it is dissatisfied in its sole discretion with any aspect of such documents or reports, then Purchaser may elect to terminate this Agreement in which event Purchaser shall receive an immediate refund of the Deposit in full in complete termination of the rights and obligations of the parties hereunder.
(b) Purchaser shall be permitted to conduct an updated survey of the Property during a period of time beginning on the date Purchaser receives the legal description of the Property and ending thirty (30) days thereafter. Any objections based on a survey of the Property shall be made within ten (10) days after its receipt by Purchaser. Seller shall then have a period of ten (10) days after receiving such objections, together with a copy of said survey, to advise Purchaser as to whether Seller intends to resolve any objections raised by Purchaser. If Seller cannot or shall elect not to resolve such objections, then...
Purchasers Contingencies. This Agreement is contingent upon the following:
A. Financial Records: Purchaser or Purchaser’s agents review, audit and acceptance of the Seller’s financial records and support documentation within Thirty (30) business days of receipt of such records and documentation from Seller. Purchaser acknowledges that Broker has not verified the accuracy of Sellers operating or financial data, and Broker makes no warranties as to the accuracy of such information.
Purchasers Contingencies. It is understood and agreed that the obligation of Purchaser to purchase the premises is expressly contingent upon the achievement or satisfaction of all of the following conditions, any or all of which the Purchaser shall have the right to waive, in whole or in part. The Purchaser shall not have the right to extend any time periods referred to herein unless such extension is agreed to in writing signed by both Seller and Purchaser. Said conditions are as follows: SALE OF 00 XXXXXXXXXX XXXXXXX Page-5 --------------------------------------------------------------------------------
(a) Purchaser obtaining a commitment (the "Commitment") from any bank ("the Lender") for a mortgage loan (the "Loan") in the amount of $600,000 with interest at the prevailing rates for a prevailing year term. Purchaser agrees to make immediate application for such Loan and promptly comply with all of such Lender's reasonable requirements in connection with such Loan. Purchaser shall proceed with due diligence to obtain such commitment. In the event Purchaser has not obtained the Commitment from the Lender within thirty (30) days of the date on which Seller and Purchaser have both duly executed this Agreement and each has received a fully executed counterpart thereof (the "Execution Date"), either party may terminate this Agreement by written notice sent before the 33rd day or this contingency is waived.
Purchasers Contingencies. In the event that any contingency set forth in this Section 4 has not been either satisfied or waived as of the Contingency Termination Date (as hereinafter defined (subject to the notice of waiver and election to cure provisions set forth in Section 4.C)), this Agreement shall be terminated, the Deposit shall be returned to Purchaser, Purchaser shall deliver all documents provided to Purchaser by Seller together with any final reports prepared by Purchaser’s consultants (to the extent assignable) (other than confidential attorney client or attorney work product privileged documents, or information relating to analysis of usability or feasibility of the Property or work product, marketing studies, and information relating to Purchaser itself) relating in any way to the Property (the “Due Diligence Reports”) to Seller without warranty as to the accuracy or completeness of any such Due Diligence Reports, and the Escrow shall thereupon be canceled, and neither party shall have any further obligation to the other except for Purchaser’s obligations which are expressly stated to survive. Costs for cancellation of Escrow and all Title Company costs shall be shared equally by Purchaser and Seller. The “
Purchasers Contingencies. The obligations of Purchaser under this Agreement are expressly contingent upon the following:
(a) Purchaser acquiring the Project under the Ground Lease simultaneously with the closing of this Purchase Agreement;
(b) Delivery of the Termination at Closing;
(c) Seller executing and recording the Declaration of Restrictive Covenants in the form attached hereto as Exhibit B (“Declaration of Restrictive Covenants”); and
(d) Seller, Purchaser and the City of Orono executing and recording an amendment of the Development Agreement relating to Orono Xxxxx Apartments in the form attached hereto as Exhibit C (“Amendment”), which Amendment will include, but without limitation, a continuation of the City’s agreement to defer (and ultimately waive) the park dedication and utility connection charges as specified in Section 3.2 of the Development Agreement, so long as the age and income restrictions of the Declaration of Restrictive Covenants are maintained throughout the Term thereof. Thereafter such amounts will be waived. If the contingencies set forth herein have not been satisfied or waived by Purchaser by the date of Closing, as otherwise extended, Agreement shall be null and void and neither party shall have any further obligations hereunder, except for Purchaser’s indemnity obligations pursuant to Section 5. The contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to Seller, provided Purchaser abides by the time requirements set forth above.
Purchasers Contingencies. (a) Within 30 days after the date of this Agreement (the "Environmental Due Diligence Period"), Purchaser and its agents, employees, engineering, and contractors, shall have the right to enter onto the Property at Purchaser's sole expense for the purpose of investigating all matters relating to the environmental condition of the Property, including conducting surveys, soil, water, and drainage tests, and other engineering and environmental tests by reputable, fully insured, and licensed engineers and/or other environmental consultants that Purchaser shall deem necessary (the "Environmental Audit"). Purchaser shall provide Tenant with at least 48 hours prior written notice before accessing the Property, and all access to the Property will be coordinated with the Tenant at the Property through the offices of Xxxxxxxx Real Estate Broker. Purchaser shall provide Seller with the results of the Environmental Audit. If the results of the Environmental Audit indicate any condition which, in the reasonable opinion of Purchaser are likely to require remedial action mandated by Environmental Laws (as hereafter defined), Purchaser shall provide to Seller a written report setting forth such findings and may terminate this Agreement by written notice to Seller within the Environmental Due Diligence Period unless Seller agrees to undertake the remedial action in accordance with Article 4 of this Agreement. Purchaser's failure to terminate this Agreement within the Environmental Due Diligence Period shall constitute a waiver of this contingency by Purchaser. If Purchaser does so terminate this Agreement, Seller and Purchaser shall then instruct the Escrow Agent to return the Deposit to Purchaser.
(b) Purchaser agrees to repair any damages caused to the Property occasioned by the Environmental Audit. Purchaser also agrees to indemnify, defend, and hold harmless Seller from and against any and all claims, damages, liabilities, suits, actions and costs (including reasonable attorney fees) by or on behalf of any persons or entities, arising out of or related to the Environmental Audit. Purchaser's obligations under this Section 2.3(b) shall survive termination of this Agreement.
(c) Prior to making any entry onto the Property for purposes of the Environmental Audit, Purchaser shall cause all such persons entering onto the Property to provide Seller with proof of commercial liability insurance of not less than $1,000,000, automobile liability insurance of not less than $1,000,...
Purchasers Contingencies. The Purchaser's obligation to perform pursuant to this agreement is contingent upon the following, such contingencies to be either performed or completed to the reasonable satisfaction of the Purchaser or, in the sole discretion of Purchaser, waived in a writing delivered to the City:
Purchasers Contingencies. It is understood and agreed that the 22 obligation of Purchaser to purchase the Premises is expressly contingent upon the achievement or satisfaction of all of the following conditions ("Purchaser's Contingencies"), any or all of which the Purchaser shall have the right to waive, in whole or in part. Said conditions are as follows:
Purchasers Contingencies. The obligation of Purchaser to purchase the Property pursuant to this Agreement is expressly contingent upon approval or waiver of the following contingency (“Purchaser’s Contingency”) in Purchaser’s reasonable discretion within the time period specified for each condition: Purchaser obtaining approval of (i) the assumption of the existing first deed of trust and promissory note due April 1, 2045, encumbering the Property in favor of Capstone Realty Advisors, LLC (“Lender”), which succeeded to the interest of PFC (“PFC Encumbrance”) and (ii) the transfer of physical assets under HUD Form 92266 (or its successor application form), provided that Purchaser shall timely submit the necessary assumption documents to each person from whom consent to assume is required within the time frame described in the terms of Section 13.3(d) hereof.
Purchasers Contingencies. The enforceability of this Agreement by Seller and the obligation ofPurchaser to close escrow are subject to Purchaser's approval of the conditions set forth below (the "Purchaser's Contingencies"). In the event of the failure of any of Purchaser's Contingencies, (i) Purchaser may terminate this Agreement and receive a return of the Xxxxxxx Money, (ii) Purchaser may waive such condition and proceed with the Closing in accordance with the terms ofthis Agreement or (iii) the parties may agree to extend the date ofsuch Closing.
9.1 There shall be no material change in any condition of or affecting the Property not caused by Purchaser or its contractors, employees, affiliates or other related or similar parties, that has occurred after the Inspection Period including without limitation (i) any dumping or discovery of refuse or environmental contamination; (ii) the imposition ofany moratorium which would prohibit or delay the commencement of construction;
