Agmt10 Chemical Way Properties - Laserfiche WebLink

Browse Search

required, or if Optionee exercises the Option but fails to close escrow as and when required by this Agreement, at Owner's written request Optionee shall immediately return all Property Documents and copies thereof to Owner. (c) Owner's Representations and Warranties. Owner's representations and warranties as set forth in Paragraph 12 below shall be true and correct as of, and shall be deemed remade by Owner, as of the Agreement Date, as of the expiration of the Feasibility Period, and as the Closing Date. (d) Owner's Performance. Owner shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on Owner's part at or prior to the Closing. (e) Title Policy. Escrow Holder shall be ready willing and able to issue to Optionee the Title Policy at the Closing. (f) Owner's Deliveries. Owner shall deliver into the Escrow the following documents (collectively, the "Closing Documents "): (i) the Grant Deed (in the Escrow Holder's standard form) for recordation and delivery to Optionee at the Closing, (ii) an affidavit as required by the Foreign Investment in Real Property Tax Act (in the Escrow Holder's standard form) and a form 593 -C as required by California law, (iii) escrow instructions in form and substance consistent with the requirements herein, (iv) an Assignment and Bill of Sale in the form of Exhibit C attached hereto (the "Assignment "), duly executed by Owner, (v) the New Lease, duly executed by the Tenant, (vi) such duly executed owner's affidavits as may be required by the Escrow Holder to issue the Title Policy at Closing, (vii) all prorations, fees and other amounts to be paid by Owner at Closing, provided that in lieu of depositing such amounts in Escrow, such amounts shall be withheld from the Closing Payment delivered to Owner in accordance with Owner's approved closing statement; and (viii) such evidence as the Escrow Holder may reasonably require as to the authority of the person or persons executing documents on behalf of Owner; and (x) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. (g) Legal Parcel. The Land shall consist of one or more legal parcels as of the Closing. Notwithstanding anything in this Agreement to the contrary, the condition precedent set forth in this subparagraph may not be waived. (h) Environmental Condition. There shall exist no environmental matter having a material adverse impact on the Property that was known to Owner on the Agreement Date and was not disclosed in writing to Optionee within three (3) days after the Execution Date as provided in Paragraph 10(b) and Schedule 12(d) of this Agreement. (i) Leases. Other than the New Lease, there shall exist no other leases, tenancies, or occupancy agreements affecting the Real Property or any part of the Real Property. (j) Material Conditions. Each of the above conditions is for the sole benefit of Optionee and each of such conditions is deemed to be material to and of the essence of this Agreement. Option Agreement 20 Chemical 10.05. 2010 v.5 13