If the purchase and sale of the Property is
consummated pursuant to this Agreement, the Option Consideration shall be
applied toward the cash portion of the Purchase Price paid by Purchaser. If this
Agreement is terminated pursuant to a default by Seller hereunder, the Option
Consideration shall be immediately returned by Seller to Purchaser. If this
Agreement is terminated for any reason other than a default by Seller hereunder,
Seller shall be entitled to retain the Option Consideration.
ARTICLE III
CONDITIONS TO THE PARTIES' OBLIGATIONS
3.1
Conditions to Purchaser's Obligation to
Purchase.
Purchaser's obligation to purchase is expressly conditioned upon each
of the following:
3.1.1
PERFORMANCE BY SELLER.
PERFORMANCE IN ALL MATERIAL
RESPECTS OF THE OBLIGATIONS AND COVENANTS OF, AND DELIVERIES REQUIRED OF, SELLER
HEREUNDER.
3.1.2
DELIVERY OF TITLE AND POSSESSION.
DELIVERY AT THE
CLOSING OF (I) ALL CLOSING DOCUMENTS AS SET FORTH IN SECTION 4.2 HEREOF AND
(II) POSSESSION AS PROVIDED IN SECTION 17.1.
3.1.3
TITLE INSURANCE.
DELIVERY AT THE CLOSING OF THE
STANDARD CURRENT FORM OF TEXAS LAND TITLE ASSOCIATION (TLTA) OWNER'S POLICY OF
TITLE INSURANCE (THE "TITLE
5
POLICY"), OR AN IRREVOCABLE COMMITMENT TO ISSUE THE SAME, WITH LIABILITY IN THE
AMOUNT OF THE PURCHASE PRICE ISSUED BY PARTNERS TITLE COMPANY AS AGENT FOR
CHICAGO TITLE INSURANCE COMPANY (THE "TITLE COMPANY"), INSURING THAT GOOD AND
INDEFEASIBLE FEE TITLE TO THE REAL PROPERTY VESTS IN PURCHASER SUBJECT TO THE
PERMITTED EXCEPTIONS (AS DEFINED IN SECTION 5.3) AND THE STANDARD PRINTED
EXCEPTIONS.
(I)
PURCHASER WILL PROCURE A COMMITMENT FOR
TITLE INSURANCE ISSUED BY THE TITLE COMPANY (THE "TITLE COMMITMENT, AND ALL
SUPPORTING ENCUMBRANCE DOCUMENTS (THE "UNDERLYING DOCUMENTS").
(II)
SELLER WILL PAY VIA A CLOSING ADJUSTMENT
THE BASE PREMIUM FOR THE BASIC COST OF THE TITLE POLICY NOT TO EXCEED
$91,577.00.
AT ITS OPTION, PURCHASER MAY DIRECT THE TITLE COMPANY TO ISSUE
ADDITIONAL TITLE INSURANCE ENDORSEMENTS IF PURCHASER PAYS FOR THE EXTRA COST OF
SUCH ADDITIONAL ENDORSEMENTS, PROVIDED THAT THE TITLE COMPANY'S FAILURE TO ISSUE
ANY SUCH ADDITIONAL ENDORSEMENTS SHALL NOT AFFECT PURCHASER'S OBLIGATIONS UNDER
THIS AGREEMENT.
3.1.4
SELLER'S REPRESENTATIONS.
THE REPRESENTATIONS AND
WARRANTIES BY SELLER SET FORTH IN SECTION 11.1 BEING TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE CLOSING EXCEPT AS MODIFIED BY NOTICE (IN ACCORDANCE
WITH SECTION 11.1) TO WHICH PURCHASER DOES NOT OBJECT IN WRITING BY THE LATER OF
(I) THREE BUSINESS DAYS AFTER RECEIPT THEREOF OR (II) THE END OF THE
INVESTIGATION PERIOD.
3.1.5
LOAN ASSUMPTION.
LENDER'S WILLINGNESS TO EXECUTE AND
DELIVER LENDER'S CONSENT .
3.2
Conditions to Seller's Obligation to Sell.
Seller's obligation to sell is expressly conditioned upon each of the following:
3.2.1
PERFORMANCE BY PURCHASER.
PERFORMANCE IN ALL MATERIAL
RESPECTS OF THE OBLIGATIONS AND COVENANTS OF, AND DELIVERIES REQUIRED OF,
PURCHASER HEREUNDER.
3.2.2
RECEIPT OF PURCHASE PRICE.
RECEIPT OF THE PURCHASE
PRICE AND ANY ADJUSTMENTS DUE SELLER UNDER ARTICLE VII AT THE CLOSING IN THE
MANNER HEREIN PROVIDED.
3.2.3
LOAN ASSUMPTION.
PURCHASER'S ASSUMPTION OF THE LOAN
IN ACCORDANCE WITH SECTION 2.4 HEREOF AND PURCHASER'S SATISFACTION OF ALL
CONDITIONS REQUIRED