10.2 Purchase Agreement - HOTGL Hotel

Home Browse Search

2 20___ (the “Closing Date”), at First American, or at such other time and place, including at the Title Company as defined herein below, as may be agreed to mutually by the Parties subject to the contingencies, other terms and conditions, and Conditions Precedent contained herein being satisfied. Seller agrees to deliver possession of the Real Property to Buyer on the Closing Date. a. Seller’s Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, “Seller’s Closing Documents”): i. Quit Claim Deed. Attached hereto and made a part hereof as Exhibit B is the required Quit Claim Deed containing the terms, covenants, and conditions upon which the sale of the Real Property is based (the “Deed”). The Quit Claim Deed shall contain the following restrictions, covenants, and conditions: 1. The Real Property herein conveyed shall be devoted to the following use: the construction of a hotel. 2. The Real Property shall be devoted to such intended use in accordance with the provisions of the Deed. 3. The Buyer shall; (a) devote the Real Property to its intended use, and (b) complete construction and devote the Real Property to its intended use within thirty-six (36) months of effective date of the Deed. If the Buyer fails to devote the Real Property to its intended use or fails to complete construction and devote the Real Property to its intended use on time, title to the Real Property shall revert to Seller, at Seller's election, and, in that event, Buyer shall promptly offer a deed to the Real Property to Seller, who will then refund to Buyer the amount of the Purchase Price paid by Buyer to Seller, without interest, less any taxes and other encumbrances affecting marketability of title. Notwithstanding the foregoing, Seller may, at its option, consider an extension of time for good cause shown by Buyer. In the event an extension is granted, such extension; (a) shall be to a date certain, (b) may be conditioned by Seller to protect the public interest, and (c) during the period Buyer shall not transfer title to the Real Property without the express written consent of Seller. 4. The Buyer shall not transfer title to the Real Property within five (5) years after the date of the Deed without the express written consent of the Seller; such consent shall not be unreasonably withheld, conditioned or delayed. 5. Any transfer of title to the Real Property made pursuant to the provisions of paragraph 4 hereof shall be made only to a purchaser