Survive Closing. The terms of this Addendum shall not merge into the Purchase Agreement or conveyance documents but instead shall survive closing and delivery of the conveyance documents.
Survive Closing. For purposes hereof, “Hazardous Substances” means any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”), or the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), as amended (“RCRA”), the Federal Water Pollution Control Act, the Federal Environmental Pesticides Act, the Clean Water Act, the Clean Air Act, any federal, state or local so-called “Superfund” or “Superlien” statute, or any other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Substances, or any other federal, state or local law, ordinance, rule or regulation applicable to the Property, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (pcbs), radon gas, urea formaldehyde, asbestos, lead or electromagnetic waves (collectively, the “Hazardous Substance Laws”).
Survive Closing. The covenants contained herein, which obligate the Borrower to perform any covenant following closing, shall be deemed to survive the closing.
Survive Closing. All terms and conditions set forth in this Agreement shall survive the closing of the Purchase Agreement.
Survive Closing. All of the rights, obligations, representations and warranties created under this Agreement shall survive Closing.
Survive Closing. The terms, conditions and covenants of this contract shall survive closing, and the parties hereto agree for themselves, their heirs, successors and assigns to be bound by the same unless and until said terms and conditions are modified by the mutual written agreement of the parties hereto, or expire by the explicit terms of this contract.
Survive Closing. Seller hereby represents and warrants to Purchaser, as its sole and exclusive representations and warranties to Seller pertaining to this transaction, that:
Survive Closing. 24 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Escrow Instructions (the "Agreement") is entered into as of the 18th day of September, 1997, by and between Devcon Crown Bay Corp., a Florida corporation ("DEVCON"), and Crown Bay Marina Joint Venture I, a Virgin Islands partnership ("CBMJV") (collectively, "SELLER"), and Koben Capital Partners, Inc., a Delaware corporation or its assigns ("BUYER").
Survive Closing. The provisions of Article XII hereof shall survive Closing, and shall be memorialized in a memorandum executed by Buyer and Seller and recorded at Closing (the "MEMORANDUM"). The Memorandum shall state that it does not, and Seller's rights to receive payments under Article XII hereof (collectively, "SELLER'S RIGHTS") do not, constitute any lien on the Property or any part thereof, and that Seller expressly disclaims any right to lien the Property (including by way of Lis Pendens) as a result thereof. However, Seller's Rights shall be secured by a lien (the "LIEN") on the proceeds of any sale or financing (other than the proceeds of any mortgage financing used to purchase the Property hereunder) of the Property, and the Memorandum shall so state. Until the Expiration Date (as defined below) Seller's Rights, the Memorandum and the Lien shall continue and upon the Expiration Date all of Seller's Rights, the Memorandum and the Lien shall cease and expire. Seller shall obtain the written statement of Buyer's title insurance company that the Memorandum would not constitute an exception to title to the Property that would need to be shown as such in any owner's or mortgagee's title insurance policy, as a condition to being able to record such Memorandum. The Memorandum shall automatically expire on the date (the "EXPIRATION DATE") which is the earlier to occur of (i)one hundred eighty (180) days after the end of the third Fiscal Year following the Closing Date, unless Seller has commenced any action to enforce Seller's Rights in any court of competent jurisdiction prior to such date; or (ii) the occurrence of a Third-Party Sale and payment to Seller of all amounts owed to Seller pursuant to Seller's Rights; or (iii) the recordation in the Public Records of a written termination of the Memorandum executed by Seller. Such Expiration Date shall be automatic but, upon request by Buyer, Seller shall execute and deliver to Buyer written evidence thereof in any reasonable form provided by Buyer.
Survive Closing. The terms, conditions and covenants of this contract shall survive closing, and the parties hereto agree for themselves, their heirs, successors and assigns to be bound by the same unless and until said terms and conditions are modified by the mutual written agreement of the parties hereto, or expire by the explicit terms of this contract. Closing costs and fees. Seller will pay for the owners title insurance policy. Buyer and Seller shall split the cost of the title company’s closing fees. Condition of property. Buyer accepts the property in its present condition
