1.
Conditions Precedent
Purchaser's obligations hereunder are subject to the satisfaction of all of the following conditions precedent; provided, however, Purchaser shall have the right to waive any or all such conditions precedent at any time.
Signature and delivery of this Literary Option/Purchase Agreement; and
Receipt and approval by Purchaser of a chain-of-title to the Property satisfactory to Purchaser in its reasonable discretion, including (without limitation) the obtaining of all necessary releases (including the U.S. publisher's quitclaims) and assignments attached hereto as Exhibits "A" through "C".
This sets out the requirements that must be fulfilled to trigger certain payment obligations of the party who is optioning the right to adapt the work – here defined as the "Purchaser." As set out in the sample "Grant of Option" paragraph below, the initial option payment is due upon signing of the agreement. Here, the Conditions Precedent are (i) a signed copy of the option agreement must be sent to the optioning party, and (ii) the author/owner of the written work (defined in this agreement as the "Property") must prove that it has the necessary rights to be able to enter into the option agreement. Where rights to the Property have previously been transferred or licensed, the Purchaser may want what is commonly referred to as a "chain of title," which would show exactly who has owned what rights and when. Exhibits A, B, and C (which is a "Publisher's release" of all film and TV rights in the piece) are also a part of the process of clarifying precisely what rights are being optioned, and must be also signed and returned.