Common use of Conditions to Close of Escrow Clause in Contracts

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 this Agreement shall be true and correct in all material respects as of the Close of Escrow. 2.4.11 For the benefit of the Purchaser, Title Company shall be irrevocably committed to issuing in favor of the Purchaser the Title Policy, in form and substance, and with endorsements reasonably acceptable to the Purchaser, as provided in Sections 2.5.2. and 2.5.4. 2.4.12 For the benefit of the Purchaser, there shall be no material adverse change in the physical condition of the Property from the condition existing as of the date of the expiration of the Due Diligence Period. If all the foregoing conditions have not been met to the benefitted party’s sole satisfaction or expressly waived in writing by the benefitted party on or before the respective dates set forth herein, or if no date is set forth herein on the Outside Date, then this Agreement shall become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties or obligations hereunder, and Purchaser shall be entitled to the immediate refund of the Deposit.

Conditions to Close of Escrow. The obligations of the Seller Agency and Purchaser Developer 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 SellerAgency, the Purchaser Developer 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 Developer hereunder (including the SellerAgency’s appraisal costs). 2.4.2 For the benefit of the SellerAgency, all actions and deliveries to be undertaken or made by Purchaser Developer on or prior to the Close of Escrow as set forth herein in the Schedule of Performance shall have occurred, as reasonably determined by the SellerAgency. 2.4.3 For the benefit of the PurchaserDeveloper, all actions and deliveries to be undertaken or made by the Seller Agency on or prior to the Close of Escrow shall have occurred, as reasonably determined by the PurchaserDeveloper. 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 SellerAgency, all Agency approvals (or deemed approvals) required by the Schedule of the Seller of any matters required hereunder Performance to be obtained prior to the Close of Escrow shall have been so obtained. 2.4.6 2.4.5 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 SellerAgency, the Purchaser Developer 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 Developer shall otherwise have satisfactorily complied with its obligations hereunder. 2.4.8 2.4.6 For the benefit of the PurchaserDeveloper, the Seller Agency 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 Agency shall otherwise have satisfactorily complied with its obligations hereunder. 2.4.9 2.4.7 For the benefit of the SellerAgency, the representations and warranties of the Purchaser Developer contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. 2.4.10 2.4.8 For the benefit of the PurchaserDeveloper, the representations and warranties of the Seller Agency contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. 2.4.11 2.4.9 For the benefit of the PurchaserDeveloper, Title Company shall be irrevocably committed to issuing in favor of the Purchaser Developer the Title Policy, in form and substance, and with endorsements reasonably acceptable to the PurchaserDeveloper, as provided in Sections 2.5.2. and 2.5.4Section 2.5.3. 2.4.12 2.4.10 For the benefit of the PurchaserAgency, there Developer shall, concurrently with the Close of Escrow, grant to Agency an easement for street and highway purposes, for the property set forth in “Exhibit “ ”, attached hereto and incorporated herein by reference, and shall execute the Easement ▇▇▇▇▇ ▇▇▇▇, attached hereto as “Exhibit “ ”, and incorporated herein by reference. 2.4.11 The Parties also agree that the Developer shall, prior to the close of escrow, enter into a purchase and sale agreement with the City of Industry (“City”) wherein the City shall acquire the electronic sign and the approximate 2,200 square feet of land on which the sign is located (the “Electronic Sign Property”) for not more than $48,224.00. Escrow for the Electronic Sign Property shall close concurrently with the Close of Escrow for the Property. The legal description for the Electronic Sign Property is Exhibit “ ,” attached hereto and incorporated herein by reference. 2.4.12 At least 15 days before the close of escrow, the Agency shall cause to be no material adverse change in recorded a redesign of the physical condition cul-de-sac adjacent to the eastside of the Property from the condition existing as on ▇▇▇▇ Avenue, causing a portion of the date Property top extend into the cul-de-sac. The Developer shall, prior to the close of escrow, agree to pay based on the per square foot cost of the expiration Property for the added square footage of property because of the Due Diligence Periodredesign of the cul-de-sac. A draft of said redesign shall be compliant with applicable federal, state and local laws and is attached hereto as Exhibit “ .” 2.4.13 The Agency shall deliver the Property to Developer free and clear all leases, licensees, tenancies and/or occupancies. If all the foregoing conditions have not been met to the benefitted party’s sole satisfaction or expressly waived in writing by the benefitted party on or before the respective dates set forth hereintherein, or if no date is set forth herein therein on the Outside Date, then this Agreement shall shall, at the option of the benefitted party, become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties or obligations hereunder, and Purchaser shall be entitled to the immediate refund of the Deposit.

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 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, including any outstanding costs owed to Seller for appraisals, expenses and prorations payable by Purchaser hereunder (including the Seller’s appraisal costs)hereunder. 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 as required hereunder herein to be obtained prior to the Close of Escrow shall have been so obtained. 2.4.6 2.4.5 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 2.4.6 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 2.4.7 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 2.4.8 For the benefit of the Purchaser, the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. 2.4.11 2.4.9 For the benefit of the Purchaser, Title Company shall be irrevocably committed to issuing in favor of the Purchaser the Title Policy, in form and substance, and with endorsements reasonably acceptable to Purchaser. Notwithstanding anything to the Purchasercontrary contained herein, the effectiveness and enforceability of this Agreement is subject to the approval of Seller’s Governing Board, Oversight Board, and, if required, the California Department of Finance, all as provided in Sections 2.5.2. and 2.5.4. 2.4.12 For the benefit Section 13 of the Purchaser, there shall be no material adverse change in the physical condition of the Property from the condition existing as of the date of the expiration of the Due Diligence PeriodOption. If all the foregoing conditions have not been met to the benefitted partyParty’s sole satisfaction or expressly waived in writing by the benefitted party Party on or before the respective dates set forth herein, or if no date is set forth herein on by the Outside DateClose of Escrow, then this Agreement shall become null and void, in which event, except as expressly set forth in this Agreement, neither party Party shall have any further rights, duties or obligations hereunder, and Purchaser shall be entitled to the immediate refund of the Deposit, subject to any deductions for the payment of escrow cancellation fees.

Conditions to Close of Escrow. The obligations of following conditions are precedent to Buyer’s obligation to purchase the Seller and Purchaser to close Property (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:“Conditions Precedent”): 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 a) On or prior to the Close Effective Date, Seller shall deliver to Buyer, at Seller’s expense, the following: (i) True and correct copies of Escrow as set forth herein shall have occurredall of the items described on Attachment No. 3 attached hereto (ii) A current preliminary title report for the Property, as reasonably determined issued by Title Company, accompanied by copies of all recorded documents referred to in the report and plotted easements (collectively, the “Preliminary Report”); (iii) Copies of all existing and proposed easements, covenants, restrictions, agreements or other documents which affect title to the Property and which are not disclosed by the SellerPreliminary Report; and (iv) Copies of the most recent property tax bills for the Property. 2.4.3 For the benefit of the Purchaser(b) Buyer shall, all actions at Buyer’s expense, review 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 approve (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 Purchaserreject), 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 this Agreement shall be true and correct in all material respects as of the Close of Escrow. 2.4.11 For the benefit of the Purchaser, Title Company shall be irrevocably committed to issuing in favor of the Purchaser the Title Policy, in form and substance, and with endorsements reasonably acceptable to the Purchaser, as provided in Sections 2.5.2. and 2.5.4. 2.4.12 For the benefit of the Purchaser, there shall be no material adverse change in the physical condition of the Property from the condition existing as of the date of the expiration of during the Due Diligence Period, the following: (i) Exceptions to title, if any. If all the foregoing conditions Seller shall have not been met two (2) business days after receipt of Buyer’s objections to the benefitted party’s sole satisfaction or expressly waived in writing by the benefitted party give Buyer: (i) notice that Seller will remove such objectionable exceptions on or before the respective dates set forth hereinClosing Date; or (ii) notice that Seller elects not to cause such exceptions to be removed. If Seller gives Buyer notice under clause (ii), or if no date is set forth herein on the Outside Date, then Buyer may terminate this Agreement shall become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties or obligations liability to the other hereunder. If Seller shall give notice pursuant to clause (i) and shall fail to remove any such objectionable exceptions from title prior to the Closing Date, and Purchaser Buyer is unwilling to take title subject thereto, Seller shall be entitled in default and Buyer shall have the rights and remedies set forth in Paragraph 6 below. (ii) The items described on Attachment No. 3, reports of insurance carriers insuring the Property and each portion thereof respecting the claims history of the Property, if any, environmental reports, soils reports, insurance policies, and other contracts or documents of significance to the immediate refund Property, and such other information relating to the Property that is specifically requested by Buyer of Seller in writing during the Due Diligence Period to the extent such information either is in the possession or control of Seller, or any affiliate of Seller, or may be obtained by Seller, or any affiliate of Seller, through the exercise of commercially reasonable efforts (collectively the “Due Diligence Items”). (iii) The physical characteristics and condition of the DepositProperty and engineering reports. Buyer shall have the right to make an analysis of the Property consisting of such engineering, feasibility studies, soils tests, and environmental studies as Buyer may desire to permit Buyer to determine the suitability of the Property for public plaza use and to conduct such other review and investigation which Buyer deems appropriate to satisfy itself to acquire the Property. Buyer and its attorneys, accountants and other representatives shall have the right to enter upon the Property at reasonable times and from time to time, without notice while this Agreement is in effect to make inspections and other examinations of the Property, including the right to perform surveys, soil and geological tests of the Property, and the right to perform an environmental site assessment of the Property. Buyer shall also have the right to speak with contractors, employees, managers and any other personnel who may have information regarding the Property as a public plaza. (iv) All governmental permits and approvals relating to the construction, operation, use or occupancy of the Property, and all zoning, land-use, subdivision, environmental, building and construction laws and regulations restricting or regulating or otherwise affecting the use, development, occupancy or enjoyment of the Property. (c) All of Seller’s representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date. (d) On or before the Outside Date, the Seller shall have completed construction of the “Plaza Improvements” pursuant to and as defined in that certain First Amendment to Amended and Restated Disposition and Development Agreement by and between the parties dated December 15, 2008 (the “First Amendment”). The Plaza Improvements shall be deemed completed as determined by the Anaheim Redevelopment Agency Executive Director. The Conditions Precedent contained in this Paragraph 5 are intended solely for the benefit of Buyer. Failure of any of the Conditions Precedent in subparagraphs 5(b) through (d) shall in no event be a breach or a default by Buyer hereunder. Subject to the provisions of Paragraph 6 below, if any of the Conditions Precedent is not satisfied, Buyer shall have the right in its sole discretion either to waive in writing the applicable Condition(s) Precedent and proceed with the purchase or terminate this Agreement and if Buyer so terminates Seller shall return the Deposit to Buyer, if previously made, and thereafter neither party shall have any obligations to the other. If, by the end of the Due Diligence Period, Buyer shall not have delivered to Seller the Deposit and a written approval or waiver of all of the Conditions Precedent which are to be satisfied by the end of the Due Diligence Period (“Due Diligence Certificate”), then this Agreement shall automatically terminate.