Seller’s Contingencies. Execution at closing of the following documents;
(1) Executed Memorandum of Understanding and addendums. If any of the Seller’s Contingencies have not been satisfied as of the deadline specified above, then Seller may, at Seller’s option, terminate this Agreement by giving written notice to Buyers. Upon such termination, neither Buyers nor Seller shall have any further rights or obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. The Seller’s Contingencies are for the sole and exclusive benefit of Seller, and Seller shall have the right to waive any or all of the Seller’s Contingencies by giving written notice to Buyers on or before the deadline for any contingency it waives.
Seller’s Contingencies. Seller’s obligation to proceed to Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions:
5.2.1. HEDRA shall have performed and satisfied all agreements, covenants and conditions required pursuant to this Agreement to be performed and satisfied by or prior to the Closing Date.
5.2.2. All representations and warranties of HEDRA contained in this Agreement shall be accurate as of the Closing Date.
5.2.3. There shall be no uncured default by HEDRA of any of its obligations under this Agreement as of the Closing Date, not otherwise waived by Seller. If any contingency contained in this Section 5.2 has not been satisfied on or before the date described herein, and if no date is specified, then the Closing Date, then this Agreement may be terminated by written notice from Seller to HEDRA. If termination occurs all documents deposited by HEDRA shall be immediately returned to HEDRA, and all documents deposited by Seller shall be immediately returned to Seller and neither party will have any further rights or obligations with respect to this Agreement or the Property, except for such obligations that survive termination of this Agreement. All the contingencies in this Section 5.2 are specifically for the benefit of Seller, and Seller shall have the right to waive any contingency in this Section 5.2 by written notice to HEDRA.
Seller’s Contingencies. The following are conditions precedent to Seller's obligation to sell the Assets:
Seller’s Contingencies. This Agreement is contingent upon the following:
A. The Seller’s Approval of
Seller’s Contingencies. In addition, the Seller’s obligation to consummate Closing is contingent upon the satisfaction of the following conditions:
(i) Seller has not terminated this Agreement pursuant to Section 2.4 above;
(ii) Conclusion and successful closing of Buyer Issuer’s IPO; and
(iii) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of and as is made on the day and time of Closing, and Buyer shall have complied with all material requirements and obligations of Buyer under this Agreement.
Seller’s Contingencies. Unless waived by Seller in writing, Seller’s obligation to sell the Property shall be subject to and contingent upon the following:
6.1. Buyer tendering the full purchase price, net of closing credits and prorations at the Closing.
6.2. On the Closing Date, all of the representations of Buyer set forth in this Agreement shall be true, accurate and complete.
Seller’s Contingencies. The obligation of Seller to perform under this Agreement is contingent upon the timely occurrence or satisfaction of each of the following conditions (collectively, “Seller’s Contingencies”):
A. Buyer shall have delivered the Buyer’s Closing Documents at Closing;
B. Prior to the Closing Date Seller shall have obtained all consents and approvals from any tenants, lenders and others having an interest in the Land, necessary to sell the Property to Buyer and complete the transactions contemplated by this Agreement; and
C. The representations and warranties of Buyer contained in Section 9 shall be true and correct in all material respects up through and including the Closing Date. DocuSign Envelope ID: 152B017F-1685-4862-A15A-F3DBA8A3FF4B
Seller’s Contingencies. Seller's obligations under this Agreement are contingent on satisfaction or express waiver of the following conditions:
Seller’s Contingencies. The Seller’s obligation to convey the Property shall be contingent on the following:
i. By the Closing Date, the Buyer shall have obtained, or caused to be obtained, in a timely manner, all required permits, licenses and approvals which must be obtained for the Development, including without limitation zoning and land use approvals, which must be obtained for the Development and the Buyer shall have submitted building plans to the City;
ii. The Buyer shall have obtained approval from the Seller of the sale of the Property pursuant to this Agreement, following a duly noticed public hearing, and in accordance with and following the satisfaction of all conditions required by Minnesota law, including Minnesota Statutes, Section 469.105;
iii. By the Closing Date, the Buyer shall have obtained approval from the Seller and the City, following a duly noticed public hearing and the satisfaction of all other conditions required by Minnesota law, of any Financial Assistance and the Land Write Down;
iv. The Buyer and the Seller shall have negotiated and mutually agreed to, the Board of Commissioners of the Seller (the “Board”) and the City of Council of the City shall have approved following the satisfaction of all conditions required by Minnesota law, and the Seller and the Buyer shall have executed, effective not later than the Closing Date, a Development Assistance Agreement (the “Development Assistance Agreement”), providing for, among other things, the (i) construction of the Development by the Buyer in accordance with plans, specifications and a timeline approved by the Seller; (ii) requirements of the Business Subsidy Act, Minnesota Statutes, Section 116J.993 through 116J.995 (the “Business Subsidy Act”); (iii) terms of any Financial Assistance and the Land Write Down in accordance with applicable law; (iv) any applicable legal or policy requirements of the Seller related to the Development or the Land Write Down; and (v) any documents ancillary thereto (collectively, the “Development Documents”);
v. Buyer shall have performed all of the obligations required to be performed by the Buyer under this Agreement or the Development Documents as of the Closing Date and any further contingencies to Closing set forth in such Development Documents shall have been satisfied as provided therein, including without limitation execution and delivery of all Development Documents;
vi. Buyer shall have delivered to the Seller all of the Buyer’s Documents described in Section 14;...
Seller’s Contingencies. (a) This Agreement shall be subject to Seller's successful negotiations with the underlying land owners related to postponing the closings of the respective underlying parcels. This contingency shall be satisfied or waived by Seller on or before thirty (30) days from the Effective Date or Seller may terminate this Agreement by written notice to Buyer if given no later than five (5) days thereafter whereupon the Deposit, with interest, shall be refunded to Buyer.
(b) Seller's obligation to consummate closing is conditioned upon Buyer agreeing to covenants, conditions, restrictions and easements (the "REA") applicable to High Desert Village Shopping Center, of which the Property is a part. A preliminary draft of the proposed REA will be delivered to Buyer on or before thirty (30) days after expiration of the Feasibility Period.
