Common use of Conditions Precedent to Conveyance Clause in Contracts

Conditions Precedent to Conveyance. (a) The obligations of the City to convey the relevant portion of the Redevelopment Property at Closing shall be subject to the following conditions: (1) The Owner shall be in material compliance with all of the terms and provisions of this Agreement as of the Closing Date; (2) The Owner shall have paid the Purchase Price on the Closing Date; and (3) Each of the Owner’s representations and warranties set forth in Section 2.3 shall be true as of the Closing Date in all material respects. (b) The obligation of the Owner to purchase the Redevelopment Property at Closing shall be subject to the following conditions (collectively, the “Owner’s Closing Conditions”): (1) The City shall be in material compliance with all of the terms and provisions of this Agreement as of the Closing Date; (2) Each of the City’s representations and warranties set forth in Section 2.1 shall be true as of the Closing Date in all material respects. (3) The Final Plat shall have been approved by the City and the Owner shall have determined that the conditions of approval are acceptable to the Owner. (4) The Owner shall have obtained all final governmental approvals, permits and licenses necessary in the Owner’s judgment or otherwise required by any government or governmental agency with jurisdiction over the Owner’s development of the Redevelopment Property in order to use the Redevelopment Property as the Owner intends and as may be required to construct the Minimum Improvements; (5) The Owner shall have obtained all assurance letters from the MPCA required or desired by the Owner in its sole discretion, including, without limitation, a No Association Determination; (6) The Owner and ▇▇▇▇ shall have entered into that certain execution of Development Services Agreement and the Design-Build Cost Plus Construction Contract for the Construction of the Minimum Improvements; (7) The Owner shall have entered into an agreement with the Minnesota Department of Employment and Economic Development providing for certain funding for the construction of the Minimum Improvements; (8) The Owner shall have determined in its sole judgment that it is satisfied with the results of and matters disclosed its investigations and testing of the Redevelopment Property and the Option Property, including, without limitation, all soil tests, well tests, engineering inspections, and environmental site assessments; and (10) The Owner shall have determined that title to the Redevelopment Property is acceptable to the Owner and the Title Company shall be committed to issuing an owner’s form title insurance policy to the Owner without exception except as to the Permitted Encumbrances. (11) The Owner shall have determined that any restrictions or conditions on storm water discharge from the Redevelopment Property to offsite ponding areas are acceptable to the Owner. (c) In the event the conditions precedent for either party cannot be satisfied by the Closing Date, then this Agreement shall terminate and all ▇▇▇▇▇▇▇ money paid by Owner shall be returned to Owner.

Conditions Precedent to Conveyance. (a) The Notwithstanding any other provision herein, the obligations of the City to convey the relevant portion of the Redevelopment Property at Closing shall be subject to and conditioned on the following conditionsfollowing: (1) . The Owner Redeveloper shall not be in default under this Agreement; 2. The City shall have received assurances, to its reasonable satisfaction from the Redeveloper and the City, that the Redeveloper’s financing is sufficient to complete the Minimum Improvements, including, but not limited to, the Redeveloper providing adequate assurance that Redeveloper has commitments for said financing and that funds will be available for the Minimum Improvements; 3. Redeveloper has received all required approvals for the Minimum Improvements necessary to receive permits. By entering into this Agreement, the City is not approving the Minimum Improvements and any applications. Any applications for the Minimum Improvements and redevelopment of the Property consistent with this Agreement shall be in material compliance with all submitted to the City, on City standard forms, and shall be processed under the City’s review process, subject to the review and approval of the terms and provisions City, as set forth in Section 6.E. of this Agreement as Agreement; 4. Approval from Minnesota Pollution Control Agency (“MPCA”) on a Response Action Plan and Construction Contingency Plan (the “RAP/CCP”). The responsibility for the costs of the RAP/CCP shall be reasonably determined by the Parties prior to Closing. If Redeveloper seeks such MPCA approval, then on or before the Closing Date, Redeveloper and City shall have received from MPCA “No Association Determination” or “General Liability” letters. Prior to Closing, City with cooperation of Redeveloper, may make application for grant applications to the State of Minnesota for cleanup grants; 5. The Redeveloper has executed all Development Agreements (2defined below) and met all requirements therein to proceed to Closing; 6. The Owner Redeveloper shall have paid the Purchase Price on the Closing DatePrice; and (3) 7. Each of the OwnerRedeveloper’s representations and warranties set forth in Section 2.3 8 shall be materially true as of the Closing Date in all material respectsDate. (b) The obligation of the Owner to purchase the Redevelopment Property at Closing shall be subject to the following conditions (collectively, the “Owner’s Closing Conditions”): (1) The City shall be in material compliance with all of the terms and provisions of this Agreement as of the Closing Date; (2) Each of the City’s representations and warranties set forth in Section 2.1 shall be true as of the Closing Date in all material respects. (3) The Final Plat shall have been approved by the City and the Owner shall have determined that the conditions of approval are acceptable to the Owner. (4) The Owner shall have obtained all final governmental approvals, permits and licenses necessary in the Owner’s judgment or otherwise required by any government or governmental agency with jurisdiction over the Owner’s development of the Redevelopment Property in order to use the Redevelopment Property as the Owner intends and as may be required to construct the Minimum Improvements; (5) The Owner shall have obtained all assurance letters from the MPCA required or desired by the Owner in its sole discretion, including, without limitation, a No Association Determination; (6) The Owner and ▇▇▇▇ shall have entered into that certain execution of Development Services Agreement and the Design-Build Cost Plus Construction Contract for the Construction of the Minimum Improvements; (7) The Owner shall have entered into an agreement with the Minnesota Department of Employment and Economic Development providing for certain funding for the construction of the Minimum Improvements; (8) The Owner shall have determined in its sole judgment that it is satisfied with the results of and matters disclosed its investigations and testing of the Redevelopment Property and the Option Property, including, without limitation, all soil tests, well tests, engineering inspections, and environmental site assessments; and (10) The Owner shall have determined that title to the Redevelopment Property is acceptable to the Owner and the Title Company shall be committed to issuing an owner’s form title insurance policy to the Owner without exception except as to the Permitted Encumbrances. (11) The Owner shall have determined that any restrictions or conditions on storm water discharge from the Redevelopment Property to offsite ponding areas are acceptable to the Owner. (c) In the event the conditions precedent for either party cannot be satisfied by the Closing Date, then this Agreement shall terminate and all ▇▇▇▇▇▇▇ money paid by Owner shall be returned to Owner.