Common use of Upon Closing Clause in Contracts

Upon Closing. this Agreement shall be recorded against and shall run with the Tax Minimum Area and shall be binding on successors in title to the Tax Minimum Area. Prior to Substantial Completion of each of Phase 1 and Phase 2 of the Project, the parties’ rights and obligations pursuant to this Agreement concerning any such phase that has not reached Substantial Completion shall not be assigned without the prior written approval of the other party; provided that: (a) without the prior written approval of Developer, City Bodies may assign this Agreement to another agency or instrumentality of City that legally is able to perform the respective obligations hereunder; and (b) without the prior written approval of City, Developer may: (i) assign this Agreement to any entity or to-be-formed entity in which Developer or its affiliates or primary shareholders either maintains a controlling interest or has effective control as a member;(ii) assign the obligation under the Developer Obligation Agreement with respect to a parcel within the Tax Minimum Area to a third party that acquires an interest in such parcel (but not including other rights under this Agreement, including, but not limited to, receiving proceeds pursuant to the Loan Agreement); and (iii) execute and deliver the Project Loan Documents, including, without limitation, a collateral assignment of this Agreement. Notwithstanding any assignment permitted under this Section, the applicable City Bodies or Developer, as the case may, shall remain liable to perform all of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release any City Bodies or Developer, as the case may be, from such performance; provided that, if any City Bodies assigns this Agreement to another agency or instrumentality of City that: (a) has full power and authority to accept an assignment of this Agreement and carry out the respective obligations hereunder; and (b) expressly assumes all such obligations in writing; then the applicable City Bodies shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. Notwithstanding the foregoing, after Substantial Completion each of Phase 1 or Phase 2 of the Project, Developer may assign its rights and obligations hereunder with respect to such phase that has reached Substantial Completion in whole and/or in part to a third-party purchaser of all and/or a part of the Project Site. In such event, Developer shall be released from this Agreement and the Developer Obligation Agreement with respect to the portion of the Project Site conveyed upon providing City a fully executed assignment and assumption agreement in a form reasonably acceptable to City whereby Developer assigns this Agreement and the Developer Obligation Agreement to a third-party purchaser who expressly assumes the Agreement and Developer Obligation Agreement. Developer shall continue to be liable until such assignment and assumption agreement is received by City.

Upon Closing. this Agreement shall be recorded against and shall run with the Tax Minimum Area and shall be binding on successors in title to the Tax Minimum Areaapplicable portions of the Project Site. Prior to Substantial Completion of each of Phase 1 and Phase 2 of the Project, the parties’ rights and obligations pursuant to no Party hereto shall assign this Agreement concerning any such phase that has not reached Substantial Completion shall not be assigned without the prior written approval of the other partyParties; provided that: (a) without the prior written approval of DeveloperMulti-Family Developer or Course Owner, City Bodies may assign this Agreement to another agency or instrumentality of City that legally is able to perform the respective obligations hereunder; and (b) without the prior written approval of CityCity Bodies, each of Multi-Family Developer and/or Course Owner may: : (i) assign assign, partially or in its entirety, this Agreement to any entity or to-be-formed entity in which Developer or its affiliates or primary shareholders either maintains a controlling interest or has effective control as a member;(ii) assign the obligation under the Developer Obligation Agreement with respect to a parcel within the Tax Minimum Area to a third party that acquires an interest in such parcel (but not including other rights under this Agreement, including, but not limited to, receiving proceeds pursuant to the Loan Agreement)Related Entity; and (iiiii) execute and deliver the Project Loan Documents, including, without limitation, a loan documents that provide for collateral assignment of this Agreement. Notwithstanding any assignment permitted under this Section, the applicable City Bodies or Bodies, Course Owner, and/or Multi-Family Developer, as the case maymay be, shall remain liable to perform all of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release any City Bodies Body, Course Owner or Multi-Family Developer, as the case may be, from such performance; provided that, if any City Bodies Body assigns this Agreement to another agency or instrumentality of City that: (aA) has full power and authority to accept an assignment of this Agreement and carry out the respective obligations hereunder; and (bB) expressly assumes all such obligations in writing; then the applicable City Bodies shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. Notwithstanding the foregoing, after Substantial Completion each of Phase 1 or Phase 2 of the Project, Developer may assign its rights and obligations hereunder with respect to such phase that has reached Substantial Completion in whole and/or in part to a third-party purchaser of all and/or a part of the Project Site. In such event, Developer shall be released from this Agreement and the Developer Obligation Agreement with respect to the portion of the Project Site conveyed upon providing City a fully executed assignment and assumption agreement in a form reasonably acceptable to City whereby Developer assigns this Agreement and the Developer Obligation Agreement to a third-party purchaser who expressly assumes the Agreement and Developer Obligation Agreement. Developer shall continue to be liable until such assignment and assumption agreement is received by City.

Upon Closing. this Agreement the Company shall be recorded against hold good marketable and shall run with the Tax Minimum Area and shall be binding on successors in insurable feehold title to the Tax Minimum AreaProperty subject only to the “Permitted Exceptions” (as defined below). Prior Seller shall eliminate defects, objections or exceptions disclosed in any title commitment or continuation thereof obtained by Purchaser from the Title Company other than Permitted Exceptions, including without limitation: (i) mortgages or other liens other than mortgages securing Assumed Indebtedness which Purchaser shall have elected to Substantial Completion have remain on the Property after Closing and for which Purchaser shall have received a credit against the Purchase Price as provided in Section 3, (ii) judgments against the Company or other defects or objections to title caused by Seller or the Company which are not Permitted Exceptions or (iii) liens and encumbrances created by the act or omission of each of Phase 1 and Phase 2 Seller or the Company after the date hereof; other than immaterial ones created in the ordinary course of the ProjectCompany’s business. Seller, in its discretion, may adjourn the parties’ Closing for up to thirty (30) days in order to eliminate unacceptable defects, objections or exceptions. If Seller is unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, Purchaser may, in addition to any additional rights and obligations pursuant remedies which it may have hereunder, or at law or in equity, elect by written notice given to Seller within five (5) days after such adjourned date for the Closing, either to (1) terminate this Agreement concerning any if the aggregate cost to cure or eliminate all such phase defects, objections or exceptions shall exceed One Million Dollars ($1,000,000), in which event the provisions of Section 17(d) shall apply, or (2) close hereunder notwithstanding that has not reached Substantial Completion shall not be assigned without the prior written approval of the other partyCompany’s title is subject to such defects, objections or exceptions and proceed to make a claim against Seller; provided that: (a) without the prior written approval of Developerprovided, City Bodies may assign however, that anything in this Agreement to another agency the contrary notwithstanding, in the event the aggregate cost to cure or instrumentality eliminate all such defects, objections or exceptions (other than Permitted Exceptions and defects, objections or exceptions of City that legally is able to perform the respective obligations hereunder; and (b) without the prior written approval of City, Developer may: types specified in clauses (i), (ii) assign this Agreement to any entity or to-be-formed entity in which Developer or its affiliates or primary shareholders either maintains a controlling interest or has effective control as a member;(ii) assign the obligation under the Developer Obligation Agreement with respect to a parcel within the Tax Minimum Area to a third party that acquires an interest in such parcel (but not including other rights under this Agreement, including, but not limited to, receiving proceeds pursuant to the Loan Agreement); and (iii) execute above, all of which Seller shall be obligated to eliminate) shall exceed One Million Dollars ($1,000,000) then Seller (or either of them) shall have the unrestricted right to terminate this Agreement by sending written notice of termination to the Purchaser, unless Purchaser shall accept title subject to such defect, objection or exception in which case it shall receive at Closing a credit against the Purchase Price in the amount of One Million Dollars ($1,000,000), failing which Purchaser’s sole and deliver exclusive remedy hereunder shall be the Project Loan Documentsreturn of the Downpayment. In the event Purchaser shall fail to timely give the aforesaid written notice to Seller, includingthen Purchaser shall be deemed, without limitationfurther notice or action of any kind by Seller, a collateral assignment of this Agreement. Notwithstanding any assignment permitted under this Section, the applicable City Bodies or Developer, as the case may, shall remain liable to perform all have elected to close hereunder pursuant to clause (2) of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release any City Bodies or Developer, as the case may be, from such performance; provided that, if any City Bodies assigns this Agreement to another agency or instrumentality of City that: (a) has full power and authority to accept an assignment of this Agreement and carry out the respective obligations hereunder; and (b) expressly assumes all such obligations in writing; then the applicable City Bodies shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. Notwithstanding the foregoing, after Substantial Completion each of Phase 1 or Phase 2 of the Project, Developer may assign its rights and obligations hereunder with respect to such phase that has reached Substantial Completion in whole and/or in part to a third-party purchaser of all and/or a part of the Project Site. In such event, Developer shall be released from this Agreement and the Developer Obligation Agreement with respect to the portion of the Project Site conveyed upon providing City a fully executed assignment and assumption agreement in a form reasonably acceptable to City whereby Developer assigns this Agreement and the Developer Obligation Agreement to a third-party purchaser who expressly assumes the Agreement and Developer Obligation Agreement. Developer shall continue to be liable until such assignment and assumption agreement is received by Cityimmediately preceding sentence.

Upon Closing. this Agreement shall be recorded against and shall run with each of the Tax Minimum Area Project Sites and shall be binding on successors in title to the Tax Minimum AreaProject Sites. Prior to Substantial Completion of each of Phase 1 and Phase 2 the Projects, Developer shall not assign this Agreement without the approval of the ProjectCity, and the parties’ rights and obligations pursuant to City Bodies shall not assign this Agreement concerning any such phase that has not reached Substantial Completion shall not be assigned without the prior written approval of the other partyDeveloper; provided that: (ai) without the prior written approval of Developer, City Bodies may assign this Agreement to another agency or instrumentality of the City that legally is able to perform the respective obligations hereunder; and (bii) without the prior written approval of City, Developer may: may assign, partially or in its entirety, this Agreement to (iA) a third party controlling, controlled by or under common control with Developer and/or any subsidiary or affiliate of Developer that has full power, authority, and capability to accept such assignment and perform the obligations of Developer hereunder; or (B) collaterally assign this Agreement to any entity (or to-be-formed entity in which Developer or its affiliates or primary shareholders either maintains a controlling interest or has effective control as a member;(iiportion hereof) assign the obligation under the Developer Obligation Agreement with respect to a parcel within the Tax Minimum Area to a third party that acquires an interest in such parcel (but not including other rights under this Agreement, including, but not limited to, receiving proceeds pursuant to the Loan Agreement); and (iii) execute and deliver the Project Loan Documents, including, without limitation, a collateral assignment of this AgreementLender. Notwithstanding any assignment permitted under this Section, the applicable City Bodies or Developer, as the case maymay be, shall remain liable to perform all of the terms and conditions to be performed by it under this Agreement, and the approval by the other party of any assignment shall not release any City Bodies or Developer, as the case may be, from such performance; provided that, if any City Bodies Body assigns this Agreement to another agency or instrumentality of the City that: (ai) has full power and authority to accept an assignment of this Agreement and carry out the respective obligations hereunder; , and (bii) expressly assumes all such obligations in writing; then the applicable City Bodies shall be released from liability under this Agreement for all obligations to be performed after the date of such assignment and assumption. Notwithstanding any provision in this Agreement the foregoingcontrary, after Substantial Completion each upon an assignment in strict compliance with this Agreement by Developer of Phase 1 or Phase 2 of the Project, Developer may assign its rights and obligations hereunder with in respect to such phase that has reached Substantial Completion in whole and/or in part to a third-party purchaser of all and/or a part of the Project Site. In such event, no other assignee of Developer shall be released from this Agreement and the have any responsibility for any obligations of Developer Obligation Agreement with respect to the portion of the Project Site conveyed upon providing City a fully executed assignment and assumption agreement in a form reasonably acceptable to City whereby Developer assigns this Agreement and the Developer Obligation Agreement to a third-party purchaser who other than those expressly assumes the Agreement and Developer Obligation Agreement. Developer shall continue to be liable until assumed by any such assignment and assumption agreement is received by Cityassignee.