Contingencies and Conditions Precedent to Closing Clause Samples

POPULAR SAMPLE Copied 1 times
Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition is not fulfilled (or waived) pursuant to the terms of this Agreement, then this Agreement may be terminated by delivery of written notice by the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, the Escrow Deposit shall be returned to Buyer by Escrow Holder (and to the extent previously released to Seller, by Seller), and Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities that expressly survive termination of this Agreement). The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent the party claiming a breach of such obligations after the Closing had no knowledge of such breach prior to the Closing, with respect to those obligations under this Agreement that expressly survive the Closing).
View SourceView Similar (4)
Contingencies and Conditions Precedent to Closing. The obligation of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement is subject to satisfaction of each of the following contingencies and conditions precedent (which may be waived in writing by the party in whose favor such condition exists) on or before the applicable date specified for satisfaction of the applicable condition. Subject to the terms and conditions set forth below, if any of such conditions is not fulfilled (or waived) pursuant to the terms of this Agreement, then this Agreement may be terminated by delivery of written notice by the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations and liabilities which expressly survive such termination), and the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent.
View SourceView Similar (2)

Related to Contingencies and Conditions Precedent to Closing

  • 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.

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: