CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE Clause Samples
This clause defines the specific requirements or events that must be satisfied before the District is legally obligated to complete the closing of a transaction, such as a property purchase or contract execution. Typically, these conditions might include obtaining necessary approvals, ensuring all representations and warranties remain true, or the delivery of required documents. By setting these prerequisites, the clause protects the District from being bound to close unless all agreed-upon conditions are met, thereby reducing risk and ensuring that the transaction proceeds only when all parties have fulfilled their obligations.
CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE. 5.2.1 The obligation of District to convey the Property and perform the other obligations it is required to perform on the Closing Date shall be subject to the following listed conditions precedent.
(a) Developer shall have performed all obligations hereunder required to be performed by Developer prior to the Closing Date.
(b) The representations and warranties made by Developer in Section 3.2 of this Agreement shall be true and correct in all material respects on and as if made on the Closing Date.
(c) The Development Plan and all Project Drawings for the Project shall have been approved as Approved Plans and Specifications in their entirety pursuant to Article 4.
(d) Developer shall be ready, willing, and able in accordance with the terms and conditions of this Agreement to acquire the Property and proceed with the development of the Project in accordance with the Approved Plans and Specifications and the Declaration.
(e) Developer shall have executed a First Source Agreement and a CBE Agreement.
(f) Developer shall have furnished to District certificates of insurance or duplicate originals of insurance policies required of Developer hereunder.
(g) Developer shall have provided satisfactory evidence of its authority to acquire the Property and perform its obligations under this Agreement.
(h) Developer shall have provided satisfactory evidence of zoning changes, lot consolidations or subdivisions, or other approvals.
(i) Developer shall have obtained all Permits required under Section 105A of Title 12A of the D.C. Municipal Regulations.
(j) Developer shall have delivered (or caused to be delivered) the original, executed documents required to be delivered pursuant to Section 6.2.2 herein.
(k) Developer shall have secured all equity and debt financing necessary to construct the Project pursuant to this Agreement and the Declaration.
(l) Settlement Agent shall have irrevocably committed itself in writing to issue a title insurance policy for the Property at regular rates, free and clear of all encumbrances, subject only to the Permitted Exceptions.
(m) There shall have been no material adverse change in the financial condition of any Guarantor, determined in accordance with the provisions of Section 4.5.2 or, if a material adverse change has occurred, District has approved a substitute guarantor pursuant to Section 4.5.2.
CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE. 5.2.1 The obligation of District to convey the Property and perform the other obligations it is required to perform on the Closing Date shall be subject to the following listed conditions precedent.
(a) Developer shall have performed all obligations hereunder required to be performed by Developer prior to the Closing Date.
(b) The representations and warranties made by Developer in Section 3.2 of this Agreement shall be true and correct in all material respects on and as if made on the Closing Date.
(c) The Development Plan and all Project Drawings for the Project shall have been approved as Approved Plans and Specifications in their entirety pursuant to Article 4.
(d) Developer shall be ready, willing, and able in accordance with the terms and conditions of this Agreement to acquire the Property and proceed with the development of the Project in accordance with the Approved Plans and Specifications and the Declaration.
(e) Developer shall have executed a First Source Agreement and a CBE Agreement.
(f) Developer shall have furnished to District certificates of insurance or duplicate originals of insurance policies required of Developer hereunder.
(g) Developer shall have provided satisfactory evidence of its authority to acquire the Property and perform its obligations under this Agreement.
CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATION TO CLOSE