Common use of Buyer’s Approval Notice Clause in Contracts

Buyer’s Approval Notice. Right to Terminate. On or before the expiration of the Inspection Period, as may be extended pursuant to the terms of this Agreement, Buyer shall deliver to Seller and Escrowholder a written notice ("Approval Notice") to the effect that Buyer has approved the condition of the Property and the On-Site Manager's Report (as defined below) and chooses to proceed under the terms of the Agreement. Buyer shall also specify in the Approval Notice those Contracts which Buyer elects to have assigned to it, and the failure of Buyer to so specify shall be deemed to be an election by Buyer to have all Contracts assigned to it and assume all Contracts (except Seller's contract with the management company for the Property). If Buyer does not timely send an Approval Notice, Buyer will be conclusively deemed to have terminated the Agreement, in which event this Agreement shall terminate in accordance with the Section hereof entitled "Non-Default Termination" and Buyer shall return to Seller all materials provided to it by Seller pursuant to the Sections hereof entitled "Inspection of Property" and "Seller's Environmental Report(s)" and will not retain any copies, extracts, or other reproductions, in whole or in part. Anything to the contrary notwithstanding, Buyer agrees that from and after the Date of Agreement, Buyer may terminate this Agreement pursuant to this Section only as a result of its disapproval of the On-Site Manager's Report, the status of the work to be assumed by Buyer for the Market Place Third Subdivision and the Market Place No. 2 Subdivision (both as described in Schedule 6.12 hereof) and/or the work to be assumed by Buyer under the Participation Agreement for Roadway Improvements (as described in Schedule 6.12 hereof). Seller also acknowledges that that the rights of Buyer to terminate this Agreement have not yet terminated as to Article 5, with regard to survey and title review, and Section 6.5 with regard to estoppel certificates.

Buyer’s Approval Notice. Right to Terminate. On or before the expiration of the Inspection Period, as may be extended pursuant to the terms of this AgreementApproval Date, Buyer shall deliver to Seller and Escrowholder a written notice ("“Approval Notice"”) to in the effect form of Exhibit L attached hereto and incorporated herein informing Seller that Buyer has approved the condition of the Property and the On-Site Manager's Report (as defined below) and it chooses to proceed under the terms of the Agreement. Buyer shall also specify in the Approval Notice those Service Contracts which Buyer elects to have assigned to it, and the failure of Buyer to so specify shall be deemed to be an election by Buyer to have all Service Contracts listed on Schedule 2 to Exhibit K assigned to it and assume all Service Contracts (except Seller's ’s contract with the management company for the Property). If Notwithstanding anything contained herein to the contrary, Buyer hereby agrees to assume and shall have no option to terminate Long-Term Service Contracts as defined in the Article hereof entitled “Basic Terms.”If, however, Buyer, in its sole and absolute discretion, is not satisfied with the results of its investigations of the Property, Buyer may terminate this Agreement by written notice to Seller given on or before the Approval Date (“Termination Notice”), in which event this Agreement shall terminate in accordance with the Article hereof entitled “Non-Default Termination.”If Buyer does not timely send an the Approval Notice or the Termination Notice, Buyer will be conclusively deemed to have terminated the Agreement, in which event this Agreement shall terminate in accordance with the Section Article hereof entitled "“Non-Default Termination" and Buyer shall return to Seller all materials provided to it by Seller pursuant to the Sections hereof entitled "Inspection of Property" and "Seller's Environmental Report(s)" and will not retain any copies, extracts, or other reproductions, in whole or in part. Anything to the contrary notwithstanding, Buyer agrees that from and after the Date of Agreement, Buyer may terminate this Agreement pursuant to this Section only as a result of its disapproval of the On-Site Manager's Report, the status of the work to be assumed by Buyer for the Market Place Third Subdivision and the Market Place No. 2 Subdivision (both as described in Schedule 6.12 hereof) and/or the work to be assumed by Buyer under the Participation Agreement for Roadway Improvements (as described in Schedule 6.12 hereof). Seller also acknowledges that that the rights of Buyer to terminate this Agreement have not yet terminated as to Article 5, with regard to survey and title review, and Section 6.5 with regard to estoppel certificates.”

Buyer’s Approval Notice. Right to Terminate. ------------------------------------------- (a) On or before the expiration of the Inspection Period, as may be extended pursuant to the terms of this AgreementApproval Date, Buyer shall deliver to Seller and Escrowholder a written notice (of "Approval Notice") to the effect that Buyer has approved the condition of the Property and the On-Site Manager's Report (as defined below) and chooses to proceed under the terms of the Agreement. At the time of Buyer's delivery of the Approval Notice, Buyer shall deposit with Escrowholder the Additional Xxxxxxx Money, was required in accordance with the Section hereof entitled "Additional Xxxxxxx Money". Buyer shall also specify in the Approval Notice those Contracts contracts which Buyer elects to have assigned to it, and the failure of Buyer to so specify shall be deemed to be an election by Buyer to have all Contracts contracts assigned to it and assume all Contracts contracts (except Seller's contract with the management company for the Property). If Buyer does not fails to timely send an Approval Notice, Buyer will be conclusively deemed to have terminated the Agreement, in which event this Agreement shall terminate in accordance with the Section hereof entitled "Non-Default Termination" ". (b) In addition to Buyer's rights under Subsection (a) above, in the event Seller shall deliver to Buyer Seller's Environmental Report at any time after the date which is ten (10) business days before the Approval Date, and if Buyer is not satisfied with Seller's Environmental Report based solely on matters not previously disclosed or known to Buyer, Buyer shall have the right to terminate this Agreement, in accordance with the Section hereof entitled "Non-Default Termination", by giving Seller notice of such termination on or before the date which business days after Buyer's receipt of Seller's Environmental Report ("Buyer's Review Date"). If Buyer receives any of Seller's Environmental Reports less than ten (10) business days before the Closing, then the Closing shall be postponed to one (1) business day after Buyer's Review Date, or such other date to which Buyer and Seller may mutually agree upon. If Seller shall not timely receive a notice of termination from Buyer, Buyer shall be conclusively deemed to have approved the results of Seller's Environmental Report and Buyer shall return to Seller all materials provided to it by Seller pursuant to the Sections hereof entitled "Inspection of Property" and "Seller's Environmental Report(s)" and will not retain any copies, extracts, or other reproductions, in whole or in part. Anything to the contrary notwithstanding, Buyer agrees that from and after the Date of Agreement, Buyer may terminate this Agreement pursuant to this Section only as a result of its disapproval of the On-Site Manager's Report, the status of the work to be assumed by Buyer for the Market Place Third Subdivision and the Market Place No. 2 Subdivision (both as described in Schedule 6.12 hereof) and/or the work to be assumed by Buyer under the Participation Agreement for Roadway Improvements (as described in Schedule 6.12 hereof). Seller also acknowledges that that the rights of Buyer have no further right to terminate this Agreement have not yet terminated as with respect to Article 5, with regard to survey and title review, and Section 6.5 with regard to estoppel certificatesmatters set forth in this Section.

Buyer’s Approval Notice. Right Buyer shall have the right, in its absolute discretion, for any reason, to Terminateterminate this Agreement by written notice to Seller given at any time prior to the Approval Date. On If Buyer does not elect to terminate this Agreement, then, on or before the expiration of the Inspection Period, as may be extended pursuant to the terms of this AgreementApproval Date, Buyer shall deliver to Seller and Escrowholder a written notice ("“Approval Notice"”) in the form of Exhibit L attached hereto, without condition, to the effect that Buyer has approved all aspects of the Property, including, but not limited to, the Survey and the condition of title to the Property pursuant to the provisions of Sections 5.1 and the On-Site Manager's Report (as defined below) 5.2 hereof, and chooses to proceed under the terms of the AgreementAgreement and shall simultaneously deposit with Escrowholder the Additional Xxxxxxx Money, as required in accordance with Subsection 4.2.1 hereof. Buyer shall also specify in the Approval Notice those Service Contracts which Buyer elects to have assigned to it, and the failure of Buyer to so specify shall be deemed to be an election by Buyer to terminate all Service Contracts. Notwithstanding anything contained herein to the contrary, Buyer hereby agrees to assume and shall have all no option to terminate Long Term Service Contracts assigned as defined in Article 2 hereof so long as the Long Term Service Contracts are assumable under their current or more favorable terms. Seller agrees to it and assume all Contracts (except Seller's contract cooperate with Buyer in Buyer’s efforts to obtain each vendor’s approval of assignment to Buyer prior to the management company for the Property)Approval Date. If Buyer does not timely send an the Approval Notice, Buyer will be conclusively deemed to have terminated the Agreement, in which event this Agreement shall terminate in accordance with the Section hereof entitled "Non-Default Termination" and Buyer shall return to Seller all materials provided to it by Seller pursuant to the Sections hereof entitled "Inspection of Property" and "Seller's Environmental Report(s)" and will not retain any copies, extracts, or other reproductions, in whole or in part. Anything to the contrary notwithstanding, Buyer agrees that from and after the Date of Agreement, Buyer may terminate this Agreement pursuant to this Section only as a result of its disapproval of the On-Site Manager's Report, the status of the work to be assumed by Buyer for the Market Place Third Subdivision and the Market Place No. 2 Subdivision (both as described in Schedule 6.12 Article 14 hereof) and/or the work to be assumed by Buyer under the Participation Agreement for Roadway Improvements (as described in Schedule 6.12 hereof). Seller also acknowledges that that the rights of Buyer to terminate this Agreement have not yet terminated as to Article 5, with regard to survey and title review, and Section 6.5 with regard to estoppel certificates.