Conditions Precedent to the Close of Escrow Sample Clauses

POPULAR SAMPLE Copied 2 times
Conditions Precedent to the Close of Escrow. Buyer’s obligation to consummate the transactions contemplated in this Agreement is expressly conditioned upon the satisfaction as of the Close of Escrow of each and every of the conditions precedent set forth in this Section 4(g). In the event that all of the conditions precedent are not satisfied or waived in writing by Buyer, by the Close of Escrow, and in addition to any other remedy Buyer may have for the failure of such condition, Buyer may, at its option, by written notice to Seller, either (i) extend the Close of Escrow for a reasonable period of time to allow Seller to satisfy any condition that is reasonably capable of being satisfied, or (ii) terminate this Agreement and receive a return of the Deposit free of any claims by Seller or any other party with respect thereto, and upon such termination, neither party shall have any further rights or obligations hereunder except for those provisions which expressly survive the termination of the Agreement. (i) Each of the representations and warranties made by Seller in this Agreement will be true and complete in all material respects as of the Close of Escrow as if made on and as of such date. (ii) Seller will not have failed to perform or comply with any of Seller’s agreements, covenants or obligations in the manner and within the periods provided herein, including, without limitation, the obligation to deliver each of the documents and items it is required to deliver under Section 4(c) of this Agreement. (iii) The Title Company will have irrevocably committed to issue the Title Policy as set forth in Section 7 below. (iv) There will be no third party injunction, writ, preliminary restraining order or any order of any nature issued or threatened by a court of competent jurisdiction directing that the transaction contemplated by this Agreement not be consummated, as herein provided. (v) None of the following shall have been done by, against or with respect to Seller or Hospital Tenant: (A) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (B) the appointment of a trustee or receiver of any property interest; (C) an assignment for the benefit of creditors; (D) an attachment, execution or other judicial seizure of a substantial property interest; (E) the taking of, failure to take or submission to any action indicating an inability to meet its financial obligations as they accrue; (F) a diss...
View Source
Conditions Precedent to the Close of Escrow. The Close of Escrow is hereby expressly conditioned on the satisfaction or waiver by the Party whose performance is conditioned thereon, of each of the conditions precedent contained in Article 5 hereof.
View Source
Conditions Precedent to the Close of Escrow. The close of Escrow is expressly conditioned on the satisfaction of each of the conditions precedent contained in Article V, or waiver in writing by the Party whose performance is conditional on that satisfaction, provided however, that Section 5.01(a)may only be waived or otherwise modified in writing by Seller’s Bond Counsel.
View Source
Conditions Precedent to the Close of Escrow 
View SourceView Similar (4)

Related to Conditions Precedent to the Close of Escrow

  • Conditions Precedent to Closing Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.