Common use of Closing Condition Clause in Contracts

Closing Condition. This Contract and all obligations of Purchaser hereunder are expressly conditioned on the following condition precedent being complied with as of the Closing Date: Seller shall (i) have delivered to Purchaser all written notices of Violations from governmental authorities which Seller receives from and after the date hereof which have not been cured or waived and (ii) not have received any written notices of Violations which would materially and adversely affect the Premises other than written notices of Violations (A) of which Seller notifies Purchaser no later than two (2) days prior to the Outside Termination Date, (B) which arise out of conditions known to Purchaser as of the Outside Termination Date, including, without limitation, those arising out of the Proceeding, (C) which are specifically disclosed in Purchaser's engineering reports as of the Outside Termination Date, (D) which are caused by Purchaser's acts or omissions or (E) which a Space Tenant is obligated to cure pursuant to its Space Lease. If Seller notifies Purchaser that the condition set forth in this Section 9.5 cannot be met, Purchaser shall have five (5) days from receipt of Seller's notice to elect to (i) cancel this Contract and receive the return of the Deposit or (ii) waive compliance with the aforesaid condition. If Purchaser elects to cancel this Contract pursuant to the preceding sentence, Seller shall have the option to rescind Purchaser's cancellation of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for Closing in order to cure the condition causing such Violations, provided Seller notifies Purchaser of such election within five (5) days after receipt of Purchaser's cancellation notice. In the event Purchaser is permitted to cancel this Contract in accordance with the foregoing, if Purchaser fails to cancel this Contract as provided for above, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept the Premises subject to any such written notices of Violations without any reduction of the Purchase Price.

Closing Condition. This Contract and all obligations of Purchaser hereunder are expressly conditioned on It shall be a condition to Closing that, at the following condition precedent being complied with Closing, the Closing Condition is satisfied. “Closing Condition” means that, effective as of the Closing, Escrow Agent is irrevocably committed to issue, upon payment of a premium at then-current premium rates, (a) an endorsement to ▇▇▇▇▇▇▇ Buyer’s owner’s policy of title insurance in the form attached to this Amendment as Exhibit A (the “Owner Endorsement”), (b) an endorsement to ▇▇▇▇▇▇▇ Buyer’s owner’s policy of title insurance in the form attached to this Amendment as Exhibit B, and (c) an endorsement to the mortgagee policy of title insurance obtained by ▇▇▇▇▇▇▇ Buyer’s lender that is the “mortgagee policy” equivalent of the Owner Endorsement. In the event the Closing Condition is not satisfied on the Closing Date: , then Buyer shall have the option, exercisable by written notice to Sellers, of (y) waiving the unsatisfied Closing Condition, with no deduction from or adjustment of the Purchase Price, or (z) declining to proceed to Closing. In the latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit (together with interest thereon) shall be returned to Buyer. Notwithstanding the foregoing, in the event Escrow Agent indicates that it is unable to issue the endorsements necessary to satisfy the Closing Condition, the Seller shall have the right to replace the Escrow Agent with First American Title Insurance Company (i“FATCO”) have delivered to Purchaser all written notices of Violations from governmental authorities act as Escrow Agent and to insure ▇▇▇▇▇▇▇ under the Agreement, in which Seller receives from and after the date hereof which have not been cured or waived and (ii) not have received any written notices of Violations which would materially and adversely affect the Premises other than written notices of Violations (A) of which Seller notifies Purchaser no later than two (2) days prior case, subject to the Outside Termination Date, (B) which arise out of conditions known to Purchaser as satisfaction of the Outside Termination DateClosing Condition by FATCO and the issuance of the title insurance policy for ▇▇▇▇▇▇▇ by FATCO in the form previously approved by Escrow Agent (with such revisions as may be reasonably requested by Buyer), Buyer shall proceed with the Closing, subject to the remaining terms hereof (including, without limitation, those arising out of that Buyer shall pay the Proceeding, (C) which are specifically disclosed in Purchaser's engineering reports as of premium for the Outside Termination Date, (D) which are caused title insurance policy issued by Purchaser's acts or omissions or (E) which a Space Tenant is obligated to cure pursuant to its Space Lease. If Seller notifies Purchaser that the condition set forth in this Section 9.5 cannot be met, Purchaser shall have five (5) days from receipt of Seller's notice to elect to (i) cancel this Contract and receive the return of the Deposit or (ii) waive compliance with the aforesaid condition. If Purchaser elects to cancel this Contract pursuant to the preceding sentence, Seller shall have the option to rescind Purchaser's cancellation of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for Closing in order to cure the condition causing such Violations, provided Seller notifies Purchaser of such election within five (5) days after receipt of Purchaser's cancellation notice. In the event Purchaser is permitted to cancel this Contract in accordance with the foregoing, if Purchaser fails to cancel this Contract as provided for above, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept the Premises subject to any such written notices of Violations without any reduction of the Purchase PriceFATCO).

Closing Condition. This Contract Purchaser’s obligation to close the transaction contemplated by this Agreement is conditioned upon the representations and warranties of Seller contained in Section 10(b) being true and correct as of the Closing Date in all obligations material respects, except it shall not be a failure of such condition if (i) such representation or warranty is untrue or inaccurate as the result of (A) any action by Seller which is permitted under the terms of this Agreement or (B) any immaterial, monetary default or other non-monetary default by a tenant under a Lease occurring after the Effective Date or (ii) Purchaser hereunder are expressly conditioned had knowledge of such untruth or inaccuracy on or prior to the following Termination Date. If, prior to Closing, Seller discloses to Purchaser, or Purchaser discovers or has knowledge of, any misrepresentation of, or inaccuracy with respect to, any of the representations and warranties of Seller contained in Section 10(b) and Seller is unable or unwilling to cure such inaccuracy prior to Closing such that the condition precedent being complied with to closing set forth in this Section 10(d) is not satisfied as of the Closing Date: Seller shall (i) have delivered to Purchaser all written notices of Violations from governmental authorities which Seller receives from and after the date hereof which have not been cured or waived and (ii) not have received any written notices of Violations which would materially and adversely affect the Premises other than written notices of Violations (A) of which Seller notifies Purchaser no later than two (2) days prior to the Outside Termination Date, (B) which arise out of conditions known to Purchaser as of the Outside Termination Date, including, without limitation, those arising out of the Proceeding, (C) which are specifically disclosed in Purchaser's engineering reports as of the Outside Termination Date, (D) which are caused by Purchaser's acts or omissions or (E) which a Space Tenant is obligated to cure pursuant to its Space Lease. If Seller notifies Purchaser that the condition set forth in this Section 9.5 cannot be met, then Purchaser shall have five (5) days from receipt the right to terminate this Agreement by delivering written notice of Seller's notice such termination to elect to (i) cancel this Contract and receive Seller before the return of the Deposit or (ii) waive compliance with the aforesaid conditionClosing. If Purchaser elects to cancel does not duly and timely terminate this Contract Agreement pursuant to the preceding sentencethis Section 10(d), Seller then Purchaser shall be deemed to have the option waived its right to rescind terminate this Agreement pursuant to this Section 10(d) and (x) such representations and warranties shall be deemed to have been modified to except therefrom such information disclosed by Seller, discovered by Purchaser's cancellation , or of this Contract which Purchaser has knowledge and adjourn the Closing (y) Purchaser shall be deemed to have waived all claims for a period not to exceed thirty (30) days beyond the date scheduled for Closing in order to cure the condition causing such Violations, provided Seller notifies Purchaser breach of such election within five (5) days after receipt of Purchaser's cancellation notice. In the event Purchaser is permitted representations and warranties with respect to cancel this Contract in accordance with the foregoing, if Purchaser fails to cancel this Contract as provided for above, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept the Premises subject to any such written notices of Violations without any reduction of the Purchase Priceinformation.