CONDITIONS TO BUYER'S PERFORMANCE Clause Samples

CONDITIONS TO BUYER'S PERFORMANCE. Buyer’s obligation to purchase the Shares and otherwise perform hereunder is subject to the satisfaction of each of the following conditions, except to the extent expressly waived by Buyer in writing. (a) ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (Washington), Inc. (“Tenant”) shall have assigned that certain Office/Warehouse Building Lease (the “Lease”) dated May 1, 2002 (but signed May 9, 2002), between itself and ▇▇▇▇▇ ▇▇▇▇▇▇▇ – Fife, LLC (“Landlord”) for the premises now occupied by the Corporation, in form reasonably acceptable to Buyer, such assignment to include without limitation all deposits made to the Landlord in connection with the Lease and all rights under the Lease and the Option Agreement For Purchase of Real Property referred to in and signed on the same date as the Lease. As consideration for such assignment, at the closing, Buyer shall forgive any balance owed to him by Tenant. (b) Between the execution of this Agreement and the closing there shall not have been any material, adverse change in the financial condition of the Corporation nor shall it have suffered any material loss or damage to its assets that materially affects its value or the ability to conduct its business. (c) The representations and warranties given by the Seller in Section 4 will be true and correct in every particular as if it made those representations and warranties on the Closing Date. (d) Seller will have delivered all items required by the terms of Section 2.2(a). (e) The Buyer is satisfied with its review of the Corporation’s stock record book, its minute book, and its year-end December 31, 2002 financial statements. (f) The Corporation has not issued any equity or debt securities not reflected on the financial statements referred to in paragraph (e) above. (g) The parties shall have obtained an independent appraisal of the value of the Shares indicating a value of not more than $154,000, taking into account the covenants given in Section 5.

CONDITIONS TO BUYER'S PERFORMANCE. This Agreement and Buyer’s obligations hereunder to close on the Property on the Closing Date are conditioned, for the sole benefit of Buyer, upon the following being satisfied on and as of the Closing Date:

CONDITIONS TO BUYER'S PERFORMANCE. ▇▇▇▇▇’s obligation to consummate the Close of Escrow is conditioned on all of the following: (1) SELLER’s Closing Deliveries. At Close of Escrow, SELLER shall deliver the following to the Escrow Holder: (i) The Deed, executed and acknowledged by SELLER, in the form attached as Exhibit B. (ii) an affidavit of non-foreign status of SELLER under the Foreign Investment in Real Property Tax Act. (iii) a settlement statement showing both the SELLER’s and the BUYER’s credits and debits consistent with this Agreement (the “Settlement Statement”). (iv) any transfer declarations required by applicable law; (v) an owner’s affidavit in form and substance reasonably acceptable to Escrow Holder to delete the non-survey related standard, pre-printed exceptions. (vi) any other customary closing documents in form and substance reasonably satisfactory to SELLER and BUYER to consummate the Transaction.

CONDITIONS TO BUYER'S PERFORMANCE. In addition to the conditions provided elsewhere in this Agreement, Buyer's obligation to perform its undertakings provided in this Agreement is conditioned upon the following:

CONDITIONS TO BUYER'S PERFORMANCE. Buyer’s obligations to purchase and pay the purchase price for the Purchased Assets are subject to the following express conditions: (a) The representations and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing Date. (b) All of the covenants of Seller set forth herein and which were to be performed at or prior to the Closing Date shall have been duly performed. (c) There shall not have been instituted or threatened, on or before the Closing Date, any action or proceeding before any court or governmental agency or body, or by a public authority, with respect to the acquisition of the Purchased Assets as contemplated hereby. (d) All agreements between Buyer and another party hereto shall have been fully executed and delivered. Seller shall have executed and delivered the General Assignment and ▇▇▇▇ of Sale and other instruments provided for herein, and such other documents, reasonably satisfactory to Buyer’s counsel, as shall be necessary or appropriate to the transfer of the Purchased Assets to Buyer. (e) Seller shall have obtained all required consents or approvals in writing of all parties whose consent or approval is necessary for the transfer of the Purchased Assets. (f) Counsel for Seller shall have delivered to Buyer an opinion of counsel as set forth in Paragraph 7.1(f).

CONDITIONS TO BUYER'S PERFORMANCE. Not Met. By Buyer by written notice to Company if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 5.1 or 5.2.

CONDITIONS TO BUYER'S PERFORMANCE. The obligations of the Buyer hereunder are conditioned upon the following. If any condition set forth in this Section is not satisfied by the Closing Date, or such later date as Seller and Buyer agree upon in writing, this Agreement shall terminate, and the $1,000.00 ▇▇▇▇▇▇▇ money, deposited by Buyer as listed above in section 2.1 will be returned to Buyer. 5.1 The representations of Seller in this Agreement are true and correct. 5.2 The Easement will be conveyed to Buyer as provided in Sections 3 and 4. 5.3 Eminent domain proceedings affecting the Property have not been commenced and Seller has not received any notice or threat of such proceedings. 5.4 Buyer’s obligation to purchase the Easement from Seller and to close this transaction is subject to the approval of the ____________ Land Trust Board of Directors. 5.5 Buyer’s obligation to purchase the Easement from Seller is subject to the approval of and funding by FUNDING AGENCY. 5.6 Buyer’s obligation to purchase the Easement from Seller is subject to the approval of and funding by FUNDING AGENCY #2.

CONDITIONS TO BUYER'S PERFORMANCE. The Buyer will have the right to terminate this Agreement, and will not be obligated to complete the purchase of the Real Property or to perform the Buyer’s other obligations under this Agreement unless the following conditions have been satisfied: (a) The Seller’s title to the Property has been accepted by the Buyer pursuant to this Agreement, or if the Buyer objects to any defects in the Seller’s title, then the Seller shall cure those defects on or before the date of closing. (b) On the date of closing the Seller executes and delivers to the Closing Agent all of the documents which this Agreement requires the Seller to execute and deliver in form acceptable to the Buyer. (c) Inspection and testing of the Real Property by consultants at the Buyer's expense reveals no conditions which are unacceptable to the Buyer. (d) Inspection (Phase I Environmental Assessment) of the Property by environmental consultants at the Buyer’s expense, if Buyer elects to do such inspection, reveals no evidence of underground storage tanks or hazardous substances which are unacceptable to the Buyer. For the purposes of this paragraph, "hazardous substances" means any toxic, dangerous, or hazardous waste, substance, or material under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, any so-called Superfund or Superlien law, or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste, substance, or material. In the event that the Phase I environmental assessment reveals the need to do a Phase II assessment, the parties agree to equally share the cost of the Phase II assessment. Any remediation or cleanup necessary as a result of the Phase II assessment shall be the responsibility of the Seller. Seller shall remove and properly dispose of the following items of property that are identified on pages 14-15 of the Phase I Environmental Assessment prepared by AMEC Geomatrix, Inc., dated May of 2011: all of the industrial debris pile, outdoor drums of hydraulic, abandoned heavy machinery, tires, paintball course debris, and picnicking area debris. If the Seller does not perform the remediation or cleanup required prior to the date of closing, Buyer may, in its sole discretion, terminate this agreement. (e) The Buyer has reviewed and analyzed the water rights which are appurte...

CONDITIONS TO BUYER'S PERFORMANCE. The obligations of Buyer under this Agreement are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions; provided, however, that Buyer may at its option waive in writing prior to or at Closing the performance of any of the conditions imposed hereunder: (a) (i) Each and every representation and warranty of Seller contained in this Agreement, and any Schedule or any certificate delivered pursuant hereto, shall have been true and correct when made and shall be repeated at the Closing and (A) if qualified by materiality (or any variation of such term), shall be true and correct as of the Closing Date (taking into account such materiality), except that any such representation or warranty that is made as of a specified date shall only be required to be true and correct as of that date, and (B) if not qualified by materiality (or any variation of such term), shall be true and correct in all material respects as of the Closing Date, except that any such representation or warranty that is made as of a specified date shall only be required to be true and correct in all material respects as of that date, and (ii) Seller shall have performed and observed in all material respects all covenants and agreements required to be performed or observed by Seller under this Agreement at or before the Closing. (b) No action or proceeding shall have been instituted or threatened before any Governmental Entity to restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or the consummation of transactions provided for herein. (c) Seller shall have delivered to Buyer at or prior to Closing all of the items set forth in Section 3.2. (d) All Required Consents set forth on Schedule 12.1(d) shall have been obtained and be in full force and effect, and Buyer shall have been furnished with appropriate evidence thereof reasonably satisfactory to Buyer in form and substance. (e) All government approvals shall have been obtained. (f) Seller shall have operated the Purchased Business in the ordinary course consistent with past practices since the Execution Date. (g) There shall not have occurred any Material Adverse Change since the Execution Date.