Laserfiche WebLink
1 <br /> ARTICLE IV. CONDITIONS PRECEDENT TO CLOSING <br /> 4.1 Developer's Conditions Precedent. Developer'"s obligations under this <br /> Agreement are expressly conditioned on, and subject to satisfaction of, the following <br /> conditions precedent: <br /> (a) Performance by City. City shall have performed all material <br /> obligations required by this Agreement to be performed by it. <br /> (b) Title Policy. Title Company shall be ready, willing and <br /> irrevocably committed to issue the Title Policy provided Developer has fulfilled its <br /> obligations with respect thereto, which Title Policy shall show Developer as fee simple <br /> owner of the Property, subject only to the Permitted Encumbrances. <br /> (c) Representations and Warranties True. The representations and <br /> warranties of City contained herein and in each of the documents and instruments to be <br /> delivered at Closing shall be true and correct in all material respects,title to the Property <br /> shall be as represented and shall be free and clear of any lien,claim or encumbrance. <br /> (d) No Material Change. Except to the extent approved or waived by <br /> Developer in writing,at no time prior to the Closing Date shall there be any change in the <br /> physical or environmental condition of the Property that would have a material adverse <br /> impact on Developer's intended use. <br /> (e) No Adverse Actions. There shall exist no actions, administrative <br /> proceeding, suits, arbitrations, attachments or other proceedings pending against City or <br /> the Property that would materially and adversely affect City's ability to perform its <br /> obligations under this Agreement or the consummation of the transaction contemplated <br /> hereby. <br /> (f) Entitlements. Developer shall have obtained full and final <br /> governmental approval of all permits and entitlements required for the construction, <br /> development, use and occupancy of the Low Barrier Facility. Such permits and <br /> entitlements shall be referred to as the "Governmental Approvals." Governmental <br /> Approvals includes satisfaction of all SEPA requirements. This condition to Closing shall <br /> be satisfied when Developer shall have obtained all Governmental Approvals in form and <br /> substance satisfactory to Developer in Developer's sole discretion,with all appeal periods <br /> relating to such Governmental Approvals having passed and either(i)no appeals having <br /> been filed,or(ii)any appeals filed having been dismissed,with no right of further appeal. <br /> If Developer fails to obtain such Governmental Approvals for any reason, City and <br /> Developer shall have no liability to each other for such failure. <br /> 4 <br /> 84 <br />