Conditions to Close of Escrow Clause Samples

Conditions to Close of Escrow. The obligations of the Seller and Purchaser to close the transaction which is the subject of this Agreement shall be subject to the satisfaction, or waiver in writing by the party benefited thereby, of each of the following conditions: 2.4.1 For the benefit of the Seller, the Purchaser shall have deposited the balance of the Purchase Price, together with such funds as are necessary to pay for costs, expenses and prorations payable by Purchaser hereunder (including the Seller’s appraisal costs). 2.4.2 For the benefit of the Seller, all actions and deliveries to be undertaken or made by Purchaser on or prior to the Close of Escrow as set forth herein shall have occurred, as reasonably determined by the Seller. 2.4.3 For the benefit of the Purchaser, all actions and deliveries to be undertaken or made by the Seller on or prior to the Close of Escrow shall have occurred, as reasonably determined by the Purchaser. 2.4.4 For the benefit of the Seller and Purchaser, the Seller shall have received all such approvals of this transaction as may be required to be obtained from the Los Angeles County Fifth Supervisorial Consolidated Oversight Board (the “Oversight Board”) and the California Department of Finance. 2.4.5 For the benefit of the Seller, all approvals (or deemed approvals) of the Seller of any matters required hereunder to be obtained prior to the Close of Escrow shall have been so obtained. 2.4.6 For the benefit of the Purchaser, all approvals (or deemed approvals) of Purchaser of any matters required hereunder to be obtained prior to the Close of Escrow shall have been so obtained. 2.4.7 For the benefit of the Seller, the Purchaser shall have executed and delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder under the terms of this Agreement and the Purchaser shall otherwise have satisfactorily complied with its obligations hereunder. 2.4.8 For the benefit of the Purchaser, the Seller shall have executed and delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder under the terms of this Agreement and the Seller shall otherwise have satisfactorily complied with its obligations hereunder. 2.4.9 For the benefit of the Seller, the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. 2.4.10 For the benefit of the Purchaser, the representations and warranties of the Seller contained in ...

Conditions to Close of Escrow. Upon the performance of each of their respective obligations stated in this Agreement that are to be performed prior to the Close Date and in addition to all other conditions stated in this Agreement, escrow shall not close and funds shall not be released until all of the following conditions are satisfied:

Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record the Recordation Document in accordance with paragraph D below. (3) You are unconditionally and irrevocably prepared to issue an Owner’s Policy on the terms required by the Purchase Agreement and in the form of the final marked Title Report or proforma Owner’s Policy approved in writing by Buyer and/or its counsel. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Code”), and any related reporting requirements of the Code, the parties hereto agree as follows: (a) Seller and Buyer hereby designate the Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting required under Section 6045(e) of the Code. (b) Seller and Buyer hereby agree: (i) to provide to the Reporting Person all information and certifications regarding such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification numb...

Conditions to Close of Escrow. (a) Conditions to Buyer's Obligations. The Close of Escrow and --------------------------------- Buyer's obligation to consummate the transaction contemplated by this Agreement are subject to the satisfaction of the following conditions (or Buyer's written waiver thereof, it being agreed that Buyer may waive in writing any or all of such conditions) for Buyer's benefit on or prior to the dates designated below for the satisfaction of such conditions. Whether or not Buyer terminates this Agreement and the Escrow due to the nonsatisfaction of any such conditions, Buyer shall not be entitled to the return of the Deposit and all interest accrued thereon except in accordance with Paragraph 3(a) above.

Conditions to Close of Escrow a. Buyer’s obligation to purchase the Property and close Escrow is subject to and conditioned upon the satisfaction of the following conditions on or before the Close of Escrow: i. The Title Company shall be committed to issue the Title Policy to Buyer in accordance with the requirements of Section 9 above; ii. The physical condition of the Property shall not have changed in any material, adverse manner between the end of the Due Diligence Period and the Close of Escrow; iii. The representations and warranties of Seller under Section 7 above shall be true and correct on the Closing Date, and Seller shall not be in material breach of any such representation or warranty given by Seller; iv. Seller shall not otherwise be in default in the performance of any of its material obligations under this Agreement. b. Seller’s obligation to sell the Property and close the Escrow is subject to and conditioned upon the satisfaction of the following conditions on or before the Close of Escrow: i. The representations and warranties of Buyer under Section 8 above shall be true and correct on the Closing Date, and Buyer shall not be in material breach of any such representation or warranty given by Buyer; ii. Buyer shall have deposited into the Escrow all funds required to pay the Purchase Price and Buyer’s share of pro-rations and closing costs; iii. the Title Company shall be committed to issue the Title Policy to Buyer in accordance with the requirements of Section 9 above; and iv. Buyer shall not be in default of any other obligation of Buyer under this Agreement.

Conditions to Close of Escrow. The close of escrow and the obligation of the parties to purchase and sell the real property is expressly subject to the following conditions precedent: (a) The conveyance to Lessee of good and marketable title to the property, subject only to the exceptions to title referred to hereinabove, as evidenced by a standard form CLTA title insurance policy issued by Escrow Holder in the full amount of the purchase price. (b) Payment by Lessee to Lessor, through escrow, of the purchase price, either in cash or Lessee’s Promissory Note and Deed of Trust, at close of escrow. (c) The absence of any default by Lessee under the above Lease, or under this Option to Buy.

Conditions to Close of Escrow. The obligations of City and Optionee under this Agreement to close Escrow shall be subject to the satisfaction (or express written waiver by the benefited Party) of each of the following conditions.

Conditions to Close of Escrow. 10.1 Buyer's obligation to purchase each Property is subject to and conditioned upon the satisfaction or Buyer's written waiver of each of the following conditions on or before the Closing Date for such Property: 10.1.1 The Title Company shall have delivered to Buyer its irrevocable and unconditional commitment (the "OWNER'S TITLE COMMITMENT" for such property) to issue an ALTA (1970 Form B) extended coverage owner's policy of title insurance (the "OWNER'S TITLE POLICY" for such Property) effective as of the date and time the Deed for such Property is recorded with coverage in the amount of the Purchase Price for such Property, naming Buyer as the insured, showing fee simple title to the Property to be vested in Buyer, free and clear of all liens and encumbrances other than non-delinquent real property taxes and assessments and those matters shown on the PTR for such Property approved by Buyer pursuant to Section 6.1.5, plus any additional exceptions that Buyer may have approved in writing or which Buyer may have caused, together with endorsements in form reasonably satisfactory to Buyer with respect to access, contiguity, tax parcel, non-imputation, fairway, survey, comprehensive, zoning and such other matters as Buyer may reasonably request. With respect to the Properties located in the State of Texas, however, the Owner's Title Policy must insure that, after the completion of the Close of Escrow, Purchaser is the owner of indefeasible fee simple title to each Texas Property, subject only to those matters shown on the PTR for such Property approved by Buyer pursuant to Section 6.1.5, plus (i) any additional exceptions that Buyer may have approved in writing or which Buyer may have caused and (ii) the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception must be, at Buyer's expense, limited to "shortages in area;" the printed form exception for restrictive covenants must be deleted or must list only those restrictive covenants that have been approved by Buyer; there must be no exception for rights of parties in possession; and the standard exception for taxes must read: "Standby fees, taxes and assessments by any taxing

Conditions to Close of Escrow. Notwithstanding any provisions of this Agreement to the contrary, and in compliance with the laws of the State of California, this escrow shall not close, funds shall not be paid to Seller, and title shall not be conveyed to Buyer, until the following events have occurred: 6.1.1. Seller shall have posted a maintenance assessment bond in an amount equal to six (6) months regular assessments for all of the Residences in the LVH Development Project in compliance with Regulation 2792.9(A)(2), and a copy of such bond with accompanying Form RE 643 shall have been forwarded to the Department of Real Estate. Said bond shall not be released until such time as eighty percent (80%) of the total Residences in the LVH Development Project have closed escrow.