Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx at any time prior to the Closing Date selected by Seller ("Pre‐ Closing"). Purchaser acknowledges that regardless of the status of construction of the Project, Seller may require Pre‐Closing on a date selected by Seller, within Seller’s sole discretion ("Pre‐Closing Date"). To accommodate a bulk closing of the units by Seller, the Pre‐Closing Date may be set up to one hundred eighty (180) calendar days prior to the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ written notice of Pre‐Closing from Seller or Escrow ("Pre‐ Closing Notice"), Purchaser agrees to take and complete any and all actions that may be necessary to enable Closing on the Closing Date, including, without limitation, completion of any pre‐closing tasks set forth in the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing Notice, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Notice), Purchaser shall execute all documents required for Closing, including, without limitation, the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing of the Unit, all receipts for notices and disclosures, the conveyance tax certificate and a closing statement based on Seller’s estimate of the date the Unit will be available for occupancy. This Purchase Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller to execute documents on another island within the State or outside of the State and return the same by registered or certified mail, return‐receipt requested. As set forth in Section C above, in the event that Purchaser fails to designate the type of tenancy for the vesting of title at least fifteen (15) calendar days prior to the Pre‐Closing Date, purchasers who are sole owners will take title as tenants in severalty; multiple purchasers other than married couples will take title as tenants in common; and married couple purchasers will take title as tenants by the entirety. If Purchaser consists of more than one married couple, or a couple and an individual, corporation or partnership, the couple (or each couple if there are more than one) will take title as tenants by the entirety as to each other, and the couple (or each couple if there are more than one) will be a tenant in common with every other couple, individual, corporation or partnership. Whenever a couple, individual, corporation or partnership takes title with another couple, individual, corporation or partnership as tenants in common, each tenant in common will take an equal interest, unless Purchaser specifies otherwise at least fifteen (15) calendar days prior to the Pre‐Closing Date. In the event that Purchaser requests changes to the Unit Deed and other documents required for Closing later than fifteen (15) calendar days prior to the Pre‐Closing Date, Purchaser may be assessed a document revision fee for such changes. If Purchaser is a trust, partnership, corporation, limited liability company or other business entity, Purchaser will be required to furnish appropriate resolutions and other evidence of authority to purchase the Unit and execute documents as Seller or Escrow may reasonably request, including, but not limited to, the documents set forth in the Note to Section B above.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx at any time prior to the Closing Date selected by Seller ("Pre‐ ClosingPre‐Closing"). Purchaser acknowledges that regardless of the status of construction of the Project, Seller may require Pre‐Closing on a date selected by Seller, within Seller’s sole discretion ("Pre‐Closing Date"). To accommodate a bulk closing of the units by Seller, the Pre‐Closing Pre‐ Closing Date may be set up to one hundred eighty (180) calendar days prior to the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ prior written notice of Pre‐Closing ("Pre‐Closing Notice") from Seller , Purchaser’s mortgagee(s) or Escrow ("Pre‐ Closing Notice")Escrow, Purchaser agrees to take and complete any and all actions action that may be necessary to enable Closing on the Closing Date, including, without limitation, completion of any pre‐closing tasks set forth in the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing NoticeClosing, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the will execute at Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Notice), Purchaser shall execute all documents required for Closing, including, without limitation, the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing of the Unit, all receipts for notices and disclosures, the conveyance tax certificate and a closing statement based on Seller’s estimate of the date the Unit will be available for occupancy. This Purchase Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller to execute documents on another island within the State or outside of the State and return the same by registered or certified mail, return‐receipt requested. As set forth in Section C above, in the event that Purchaser fails to designate the type of tenancy for the vesting of title at least fifteen (15) calendar days prior to the Pre‐Closing Date, purchasers who are sole owners will take title as tenants in severalty; multiple purchasers other than married couples will take title as tenants in common; and married couple purchasers will take title as tenants by the entirety. If Purchaser consists of more than one married couple, or a couple and an individual, corporation or partnership, the couple (or each couple if there are more than one) will take title as tenants by the entirety as to each other, and the couple (or each couple if there are more than one) will be a tenant in common with every other couple, individual, corporation or partnership. Whenever a couple, individual, corporation or partnership takes title with another couple, individual, corporation or partnership as tenants in common, each tenant in common will take an equal interest, unless Purchaser specifies otherwise at least fifteen (15) calendar days prior to the Pre‐Closing Date. In the event that Purchaser requests changes to the Unit Deed and other documents required for Closing later than fifteen (15) calendar days prior to the Pre‐Closing Date, Purchaser may be assessed a document revision fee for such changes. If Purchaser is a trust, partnership, corporation, limited liability company or other business entity, Purchaser will be required to furnish appropriate resolutions and other evidence of authority to purchase the Unit and execute documents as Seller or Escrow may reasonably request, including, but not limited to, the documents set forth in the Note to Section B above.
Appears in 1 contract
Samples: Purchase Agreement
Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx at any time prior to If the Closing Date selected by Seller ("Pre‐ Closing"). Purchaser acknowledges that regardless of the status of construction of the Project, Seller may require Pre‐Closing occurs on a date selected by SellerSaturday, within Seller’s sole discretion ("Pre‐Closing Date"). To accommodate a bulk closing of then, on the units by Seller, the Pre‐Closing Date may be set up to one hundred eighty (180) calendar days prior to the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ written notice of Pre‐Closing from Seller or Escrow ("Pre‐ Closing Notice"), Purchaser agrees to take and complete any and all actions that may be necessary to enable Closing on Business Day before the Closing Date, includingthe Parties will hold a pre-closing of the Contemplated Transactions at the offices of Xxxxxxxxxx Xxxxxxxx LLP in Atlanta, without limitationGeorgia and will perform such acts, completion and deliver such documents (including the Seller Closing Documents and the Buyer Closing Documents) as they would at the Closing; provided, however, that (i) all such documents shall be delivered to Xxxxxxxxxx Xxxxxxxx LLP (the "Holding Agent") pursuant to this Section 4(e),(ii) the Buyer shall deliver the cash payment described in Section 4(b)(ii) above to the Escrow Agent, (iii) the Buyer shall deliver any deposit described in Section 8(c)(i) below to the Escrow Agent, (iv) the Parties shall be deemed to have irrevocably and unconditionally agreed to consummate the Contemplated Transactions effective the Closing Time as if all conditions to Closing had been satisfied or waived as of any pre‐closing tasks the Closing Date (and all conditions to Closing shall be deemed to have been satisfied or waived as of the Closing Time), and (v) the Closing shall in all respects be deemed to occur (and the Seller Closing Documents and the Buyer Closing Documents shall be deemed to have been legally delivered and to have become legally effective) at the Closing Time. On the first Business Day after the Closing Date, (x) the Holding Agent will deliver (A) the Seller Closing Documents to the Buyer and (B) the Buyer Closing Documents to Vista (on behalf of all the Sellers), and (y) the Escrow Agent will deliver each of the portion of the Deposit described in Section 3(b)(i) above and the cash payment described in Section 4(e)(ii) above, plus accrued interest thereon, to Vista (on behalf of all the Sellers). The Holding Agent will have no duties hereunder other than as expressly set forth in the Pre‐ Closing Notice preceding sentence. The Buyer and the Sellers hereby jointly and severally agree to indemnify and hold harmless the Holding Agent to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees and disbursements of counsel), actions, proceedings, or investigations (whether formal or informal), or threats thereof, based upon, relating to, or arising out of, the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase duties of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing Notice, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of Holding Agent under this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Notice4(e), Purchaser shall execute all documents required for Closing, including, without limitation, the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing of the Unit, all receipts for notices and disclosures, the conveyance tax certificate and a closing statement based on Seller’s estimate of the date the Unit will be available for occupancy. This Purchase Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller to execute documents on another island within the State or outside of the State and return the same by registered or certified mail, return‐receipt requested. As set forth in Section C above, in the event that Purchaser fails to designate the type of tenancy for the vesting of title at least fifteen (15) calendar days prior to the Pre‐Closing Date, purchasers who are sole owners will take title as tenants in severalty; multiple purchasers other than married couples will take title as tenants in common; and married couple purchasers will take title as tenants by the entirety. If Purchaser consists of more than one married couple, or a couple and an individual, corporation or partnership, the couple (or each couple if there are more than one) will take title as tenants by the entirety as to each other, and the couple (or each couple if there are more than one) will be a tenant in common with every other couple, individual, corporation or partnership. Whenever a couple, individual, corporation or partnership takes title with another couple, individual, corporation or partnership as tenants in common, each tenant in common will take an equal interest, unless Purchaser specifies otherwise at least fifteen (15) calendar days prior to the Pre‐Closing Date. In the event that Purchaser requests changes to the Unit Deed and other documents required for Closing later than fifteen (15) calendar days prior to the Pre‐Closing Date, Purchaser may be assessed a document revision fee for such changes. If Purchaser is a trust, partnership, corporation, limited liability company or other business entity, Purchaser will be required to furnish appropriate resolutions and other evidence of authority to purchase the Unit and execute documents as Seller or Escrow may reasonably request, including, but not limited to, the documents set forth in the Note to Section B above.
Appears in 1 contract
Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx at any time At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the advance filing with the appropriate state authorities of the Articles of Merger, which shall become effective at the Effective Time of the Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date selected as herein provided. In the event that there is no Closing Date or this Agreement terminates for any reason, HOLDING hereby covenants and agrees to do all things required by Seller Delaware law and all things which counsel for the COMPANY advise HOLDING are required by applicable laws of the State of Connecticut in order to withdraw the Certificate of Merger and rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre‐ Pre-Closing"). Purchaser acknowledges that regardless of ) shall take place on the status of construction of Pre-Closing date (the Project, Seller may require Pre‐Closing on a date selected by Seller, within Seller’s sole discretion ("Pre‐Closing Pre-Closing Date")) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. To accommodate a bulk closing of the units by Seller, the Pre‐Closing Date may be set up to one hundred eighty (180) calendar days prior to On the Closing Date. To accomplish thisDate (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, any as of 8:00 a.m. New York City time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ written notice of Pre‐Closing from Seller or Escrow ("Pre‐ Closing Notice"), Purchaser agrees to take and complete any and all actions that may be necessary to enable Closing on the Closing Date, includingshall become effective and the Merger shall thereby be effected, without limitation(y) all transactions contemplated by this Agreement, completion including the conversion and delivery of any pre‐closing tasks set forth shares, the transmission of funds by wire in an amount equal to the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase cash portion of the Unit, Purchaser hereby acknowledges consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and agrees that such Pre‐Closing Tasks may require Purchaser (z) the closing with respect to submit a final the IPO shall occur and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing Notice, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreementcompleted. Not later than The date on which the Pre‐Closing Date (or such other due date set forth actions described in the Pre‐Closing Noticepreceding clauses (x), Purchaser (y) and (z) occurs shall execute all documents required for Closingbe referred to as the "Closing Date." During the period from the Pre-Closing Date to the Closing Date, including, without limitation, this Agreement may only be terminated by the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing parties if the underwriting agreement in respect of the Unit, all receipts for notices and disclosures, IPO is terminated pursuant to the conveyance tax certificate and a closing statement based on Seller’s estimate terms of such underwriting agreement. This Agreement shall in any event terminate if the Closing Date has not occurred within 15 business days of the date the Unit will be available for occupancyPre-Closing Date. This Purchase Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller to execute documents on another island within the State or outside Time is of the State and return the same by registered or certified mail, return‐receipt requested. As set forth in Section C above, in the event that Purchaser fails to designate the type of tenancy for the vesting of title at least fifteen (15) calendar days prior to the Pre‐Closing Date, purchasers who are sole owners will take title as tenants in severalty; multiple purchasers other than married couples will take title as tenants in common; and married couple purchasers will take title as tenants by the entirety. If Purchaser consists of more than one married couple, or a couple and an individual, corporation or partnership, the couple (or each couple if there are more than one) will take title as tenants by the entirety as to each other, and the couple (or each couple if there are more than one) will be a tenant in common with every other couple, individual, corporation or partnership. Whenever a couple, individual, corporation or partnership takes title with another couple, individual, corporation or partnership as tenants in common, each tenant in common will take an equal interest, unless Purchaser specifies otherwise at least fifteen (15) calendar days prior to the Pre‐Closing Date. In the event that Purchaser requests changes to the Unit Deed and other documents required for Closing later than fifteen (15) calendar days prior to the Pre‐Closing Date, Purchaser may be assessed a document revision fee for such changes. If Purchaser is a trust, partnership, corporation, limited liability company or other business entity, Purchaser will be required to furnish appropriate resolutions and other evidence of authority to purchase the Unit and execute documents as Seller or Escrow may reasonably request, including, but not limited to, the documents set forth in the Note to Section B aboveessence.
Appears in 1 contract
Samples: Enfinity Corp
Pre-Closing. As is standard business practice in Hawaii, Purchaser acknowledges that Seller Xxxxxx intends to, and agrees that Seller may, prepare for Closing by requiring Purchaser to have all documents necessary for Closing executed and deposited with Xxxxxx Escrow at any time prior to the Closing Date selected by Seller ("Pre‐ Pre-Closing"). Purchaser acknowledges that regardless of the status of construction of the ProjectProject and in order to accommodate a bulk closing of units by Seller, Seller may require Pre‐Closing Pre-Closing on a date selected by Seller, within Seller’s 's sole discretion ("Pre‐Closing Pre-Closing Date"). To accommodate a bulk closing of the units by Seller, the Pre‐Closing The Pre-Closing Date may be set up to one hundred eighty (180) calendar days prior to the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ ' written notice of Pre‐Closing Pre-Closing from Seller or Escrow ("Pre‐ Pre-Closing Notice"), Purchaser's mortgagee(s), or Escrow, Purchaser agrees to take and complete any and all actions action that may be necessary to enable Closing on the Closing Date, including, without limitation, completion of any pre‐closing tasks set forth in the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing NoticeClosing, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Notice), Purchaser shall will execute at Pre-Closing all documents required for Closing, Closing including, without limitation, the Unit Deed and all promissory notes, mortgages mortgages, and other loan documents necessary for Purchaser’s 's financing of the Unit, all receipts for notices and disclosures, the conveyance tax certificate certificate, and a closing statement based on Seller’s 's estimate of the date the Unit will be available for occupancy. The Pre-Closing Notice may establish a schedule with differing dates for certain requirements for the Pre-Closing to be met by Purchaser. The Pre-Closing Notice shall establish the date(s) on which all of Purchaser's funds required to close the sale of the Unit shall be due (the "Funding Deadline"), including the balance of the Total Purchase Price payable in cash, Purchaser's mortgage loan proceeds, Closing Costs and Prorations, start-up and maintenance fees, and other amounts payable by Purchaser hereunder. The Funding Deadline may be any date selected by Seller up to and including thirty (30) calendar days prior to the scheduled Closing Date. This Purchase Agreement shall constitute Seller’s 's and Purchaser’s 's written authorization to Escrow to date all documents, to add filing information information, and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller to execute documents on another island within the State or outside of the State of Hawaii and return the same by registered or certified mail, return‐receipt return-receipt requested. As set forth in Section C above, in the event that Purchaser fails to designate the type of tenancy for the vesting of title at least fifteen (15) calendar days prior to the Pre‐Closing Date, purchasers who are sole owners will take title as tenants in severalty; multiple purchasers other than married couples will take title as tenants in common; and married couple purchasers will take title as tenants by the entirety. If Purchaser consists of more than one married couple, or a couple and an individual, corporation or partnership, the couple (or each couple if there are more than one) will take title as tenants by the entirety as to each other, and the couple (or each couple if there are more than one) will be a tenant in common with every other couple, individual, corporation or partnership. Whenever a couple, individual, corporation or partnership takes title with another couple, individual, corporation or partnership as tenants in common, each tenant in common will take an equal interest, unless Purchaser specifies otherwise at least fifteen (15) calendar days prior to the Pre‐Closing Date. In the event that Purchaser requests changes to the Unit Deed and other documents required for Closing later than fifteen twenty (1520) calendar days prior to the Pre‐Closing Pre-Closing Date, Purchaser may be assessed a document revision fee for such changes. If Purchaser is a trust, partnership, corporation, limited liability company or other business entity, Purchaser will be required to furnish appropriate resolutions and other evidence of authority to purchase the Unit and execute documents as Seller or Escrow may reasonably request, including, but not limited to, the documents set forth in the Note to Section B above.
Appears in 1 contract
Samples: Purchase Agreement
Pre-Closing. As is standard “Gap” Title Defects. Purchaser may, at or prior to Closing, notify Seller in writing of any objections to title first raised by the Title Company or the surveyor between the effective date of the Title Commitment and the Closing Date that have or could have a material and adverse effect on title to the Property. Purchaser must notify Seller of any such objections within two (2) business practice days of Purchaser’s learning of the matters and, in Hawaiiany event, Purchaser acknowledges that Seller intends tonot later than Closing, and agrees that Seller shall have the right, but not the obligation (except as to Monetary Objections), to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to cure such objections. If Seller elects to cure any such matters, the original scheduled date for Closing may, prepare at Seller’s sole option, be extended by a reasonable additional time to effect such cure, but in no event shall the extension exceed fifteen (15) days after the original scheduled date for Closing by requiring Purchaser Closing. If Seller elects not to have all documents necessary for Closing executed and deposited with Xxxxxx at cure any time objections specified in Purchaser’s notice (other than the Monetary Objections), or if Seller is unable to effect a cure prior to the Closing Date selected by Seller ("Pre‐ Closing"). Purchaser acknowledges that regardless of the status of construction of the Project, Seller may require Pre‐Closing on a or any date selected by Seller, within Seller’s sole discretion ("Pre‐Closing Date"). To accommodate a bulk closing of the units by Seller, the Pre‐Closing Date may be set up to one hundred eighty (180) calendar days prior to which the Closing Date. To accomplish this, any time after the Effective Date of this Purchase Agreement, and upon receiving not less than thirty (30) calendar days’ written notice of Pre‐Closing from Seller or Escrow ("Pre‐ Closing Notice"), Purchaser agrees to take and complete any and all actions that may be necessary to enable Closing on the Closing Date, including, without limitation, completion of any pre‐closing tasks set forth in the Pre‐ Closing Notice by the due dates set forth therein ("Pre‐Closing Tasks"). If Purchaser is financing the purchase of the Unit, Purchaser hereby acknowledges and agrees that such Pre‐Closing Tasks may require Purchaser to submit a final and binding loan commitment letter ("Letter of Guaranty") from Purchaser's lender to Escrow by the due date specified in the Pre‐Closing Notice, and if said Letter of Guaranty is not delivered to Escrow by such date, Purchaser shall be deemed to be in default of this Purchase Agreement, whereupon Seller may exercise its remedies as set forth in Section A.35 of this Purchase Agreement. Not later than the Pre‐Closing Date (or such other due date set forth in the Pre‐Closing Noticehas been adjourned), Purchaser shall execute all documents required for Closing, including, without limitation, have the Unit Deed and all promissory notes, mortgages and other loan documents necessary for Purchaser’s financing following options: (a) to accept a conveyance of the UnitProperty subject to the Permitted Exceptions, all receipts for notices specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure (or insure, bond or endorse over, as appropriate) other than the Monetary Objections, and disclosureswithout reduction of the Purchase Price; or (b) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any such title objection (other than the Monetary Objections), or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller shall be unable to effect a cure thereof (other than the Monetary Objections), Purchaser shall, within two (2) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance tax certificate and a closing statement based on Seller’s estimate of the date the Unit will be available for occupancy. This Purchase under clause (a) or to terminate this Agreement shall constitute Seller’s and Purchaser’s written authorization to Escrow to date all documents, to add filing information and to adjust the estimated prorations in accordance with the provisions of this Purchase Agreement. Purchaser may be permitted by Seller to execute documents on another island within the State or outside of the State and return the same by registered or certified mail, return‐receipt requested. As set forth in Section C above, in the event that Purchaser fails to designate the type of tenancy for the vesting of title at least fifteen under clause (15) calendar days prior to the Pre‐Closing Date, purchasers who are sole owners will take title as tenants in severalty; multiple purchasers other than married couples will take title as tenants in common; and married couple purchasers will take title as tenants by the entirety. If Purchaser consists of more than one married couple, or a couple and an individual, corporation or partnership, the couple (or each couple if there are more than one) will take title as tenants by the entirety as to each other, and the couple (or each couple if there are more than one) will be a tenant in common with every other couple, individual, corporation or partnership. Whenever a couple, individual, corporation or partnership takes title with another couple, individual, corporation or partnership as tenants in common, each tenant in common will take an equal interest, unless Purchaser specifies otherwise at least fifteen (15) calendar days prior to the Pre‐Closing Date. In the event that Purchaser requests changes to the Unit Deed and other documents required for Closing later than fifteen (15) calendar days prior to the Pre‐Closing Date, Purchaser may be assessed a document revision fee for such changes. If Purchaser is a trust, partnership, corporation, limited liability company or other business entity, Purchaser will be required to furnish appropriate resolutions and other evidence of authority to purchase the Unit and execute documents as Seller or Escrow may reasonably request, including, but not limited to, the documents set forth in the Note to Section B aboveb).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Global REIT, Inc.)
