Common use of Seller’s Conditions for Closing Clause in Contracts

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.13, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.13, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid to Seller and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are: (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.2. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, and provided that Seller is not in default, Seller shall have the right at its option to declare this Contract terminated and null and voidterminated, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer (or paid to Seller if Buyer is in default under this Contract) and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. In the case of the Existing Franchise Agreement, both Seller and any of its principals who guaranteed the Existing Franchise Agreement shall have been released of all unaccrued obligations thereunder. (e) Buyer and the Manager shall have executed and delivered the New Management Agreement and Buyer and the Franchisor shall have executed and delivered the New Franchise Agreement. (f) Seller and its principals shall have been released in writing by Existing Lender of any obligations or liabilities under the Existing Loan arising after the Closing Date, and Existing Lender shall have consented in writing to the transaction contemplated by this Contract. The form of such release and consent shall be subject to Seller’s good faith, reasonable approval.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, and provided that Seller is not in default, Seller shall have the right at its option to declare this Contract terminated and null and voidterminated, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer (or paid to Seller if Buyer is in default under this Contract) and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. In the case of the Existing Franchise Agreement, both Seller and any of its principals who guaranteed the Existing Franchise Agreement shall have been released of all unaccrued obligations thereunder. (e) Buyer and the Manager shall have executed and delivered the New Management Agreement and Buyer and the Franchisor shall have executed and delivered the New Franchise Agreement.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid delivered to Seller and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) Seller shall have obtained the necessary consent of its members to consummate the transaction described herein. (e) Buyer and Manager shall have executed and delivered the New Management Agreement. (f) Seller’s obligation to consummate this transaction is contingent on the concurrent closing of the purchase and sale between Buyer (or buyers affiliated with Buyer) and sellers affiliated with Seller for the properties described on Exhibit I, attached hereto, evidenced by separate purchase agreements of even date herewith (the “Related Purchase Agreements”). If any buyer fails to timely make any xxxxxxx money deposit under such Related Purchase Agreements, then this Contract shall also be voidable at the Seller’s election at any time prior to purchaser having made the Xxxxxxx Money Deposit, as the case may be, under such Related Purchase Agreements as if such failure occurred under this Contract. If either party defaults under the Related Purchase Agreements, then such default shall be a failure of a condition to closing under this Contract with the non-breaching party (or its affiliate, as the case may be) being entitled to the rights provided for in Section 9.1 or 9.2 hereunder, as applicable.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.13, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.13, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid to Seller and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are: (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.2. (c) Seller’s lender Buyer shall have consented performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) The Existing Loan shall have been assumed by Buyer. Provided this Contract has not been terminated, Buyer, with cooperation from Seller, shall commence the assumption of the existing mortgage with Buyer process assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumptionthe Existing Loan as soon as reasonably practicable after the expiration of the Review Period. Provided this Contract has not been terminated, Buyer, with cooperation from Seller, shall commence the assumption process assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for the Existing Loan as soon as reasonably practicable after the expiration of the Review Period. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, BuyerSeller’s recourse shall be only to cancel this Agreement and obtain whereupon Buyer shall receive a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, and provided that Seller is not in default, Seller shall have the right at its option to declare this Contract terminated and null and voidterminated, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer (or paid to Seller if Buyer is in default under this Contract) and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) The Existing Management Agreement and the Existing Franchise Agreement shall have been terminated. In the case of the Existing Franchise Agreement, both Seller and any of its principals who guaranteed the Existing Franchise Agreement shall have been released of all unaccrued obligations thereunder. (e) Buyer and the Manager shall have executed and delivered the New Management Agreement and Buyer and the Franchisor shall have executed and delivered the New Franchise Agreement. (f) The Defeasance shall have occurred or shall be imminent.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid returned to Seller Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) Within sixty (60) days after the date of this Contract, Seller shall have received a commitment for financing of the construction of the Hotel, which commitment shall be acceptable to Seller in its sole but reasonable discretion. In the event this condition is not satisfied, either Seller or Buyer may terminate this Contract, or with written notice to Buyer, Seller may extend such sixty (60) day period by an additional thirty (30) day period for purposes of obtaining such a commitment. Seller shall provide Buyer with written notice on or before the expiration of such 60-day period indicating whether Buyer has obtained such commitment for financing.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid delivered to Seller and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) Seller shall have obtained the necessary consent of its members to consummate the transaction described herein. (e) The Existing Lender shall have approved and authorized closing of the assumption of the Existing Loan by Buyer and documents indicating same have been executed. (f) The Existing Lender shall have terminated and cancelled any prospective personal liability owed to the Existing Lender by Xxxxx X. Xxxx Investments, LLC, a Wisconsin limited liability company, pursuant to that certain Guaranty of Recourse Obligations of Borrower and that certain Environmental Indemnity Agreement each dated as of May 16, 2006. For avoidance of doubt, it shall not be a condition to closing that Existing Lender release Xxxxx X. Xxxx Investments, LLC from any personal liability arising out of any loan document for any period prior to Closing.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid returned to Seller Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) The franchisor under the Franchise Agreement shall have approved Buyer as a franchisor under a new franchise agreement. (e) Buyer and Manager shall have entered into the New Management Agreement for the Hotel. (f) Buyer shall have deposited the Defeasance Fee (as hereinafter defined) in escrow in accordance with Section 10.4 below and shall have fulfilled all requirements necessary to accomplish the Existing Loan Defeasance in a manner satisfactory to Lender.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, unless due to the default of Buyer, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid returned to Seller Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) The boundary line adjustment between Lot 12 and Lots 10 and 11, substantially in accordance with that property line shown on the plat attached hereto as Exhibit A-1, shall have been completed and duly approved by the City of Pueblo. The Access Easement described in Exhibit A shall have been granted to the Seller as the owner of Lot 12 at closing, the form of which to be agreed upon on or before Closing.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid returned to Seller Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) Seller shall have received the waiver of all rights to purchase the Property held by third parties, including without limitation, options, rights of first refusal, rights of repurchase, and rights of first opportunity, and shall have received the approval to the transfer of the Property to Buyer from any applicable third party holding approval rights as to the transfer of the Property; provided, however, this condition to closing shall be satisfied or waived by Seller on or before the expiration of the Review Period and shall be of no further force and effect following the expiration of the Review Period.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by SellerSeller or cured or satisfied by Buyer within 10 days after written demand therefor, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid returned to Seller Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date.. To the extent Seller has, or acquires, actual knowledge prior to the Closing that any representation and warranty of Buyer is inaccurate, untrue or incorrect in any way, and does not invoke Seller’s right in this Article IX to terminate this Contract, such representation and warranty shall be deemed modified to reflect Seller’s knowledge (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) Seller and Buyer shall have executed and delivered the assignment and assumption of the Franchise Agreement, and the Franchisor shall have provided its consent thereto and its release of Seller for liabilities under the Franchise Agreement accruing after the Closing, and Buyer and Franchisor shall have executed and delivered any amendments to the Franchise as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure, all as contemplated by Article V hereof.

Seller’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel terminate this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 5.139.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 5.139.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare terminate this Contract terminated and null and voidContract, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately paid returned to Seller Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The conditions are:. (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. (b) Seller shall have received all of the money, instruments and conveyances listed in Section 5.210.3. (c) Seller’s lender shall have consented to the assumption of the existing mortgage with Buyer assuming the outstanding balance and further agreeing to pay all of the fees and costs required by said lender for such assumption. Should the lender’s consent be delayed beyond the date proposed for the date of Closing, the Closing Date shall be extended until five business days beyond the date on which the lender grants such approval, not to exceed an additional 30 days. If the approval is denied or the extended deadline reached, Buyer’s recourse shall be only to cancel this Agreement and obtain a full return of its Xxxxxxx Money, including any additional Xxxxxxx Money deposited after the end of the Due Diligence Period (d) Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. (d) To the extent required under the Existing Franchise Agreement, Franchisor shall have waived or released its rights with respect to first offer and consented to a sale of the Property to Buyer and the Existing Franchise Agreement shall have been terminated. (e) All terms, conditions, restrictions and limitations relating to the sale or disposition of the Property set forth in the Existing Franchise Agreement shall have been fully and completely satisfied and the Franchisor shall have acknowledged that Buyer is not a Competitor (as defined in the Existing Franchise Agreement). (f) All terms, conditions, restrictions and limitations set forth in Existing Deed relating to the sale or disposition of the Property shall have been satisfied in full as to Seller and assumed by Buyer. (g) The University shall have executed and delivered into escrow a recordable waiver of the Notre Dame ROFO as to this transaction and shall have consented in writing to the conveyance of the Property from Seller to Buyer which consent the parties hereto acknowledge may be withheld if Buyer’s net worth is less than $50,000,000 as of the Closing Date. Buyer shall provide evidence of its net worth to the University in the form of unaudited financial statements