Common use of Buyers Review Clause in Contracts

Buyers Review. Notice of Closing"), or notice that this Agreement is terminated ("Notice of Termination"). If Buyer fails to give either Notice of Closing or Conditional Notice of Closing by the end of the Review Period, Buyer shall be deemed to have given Notice of Termination. Upon Buyer's giving of Notice of Closing, pursuant to either this paragraph or the following paragraph, or upon Seller's cure of Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraph, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), to respond to the title objections in Buyer's Conditional Notice of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, and the Closing shall be held on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects (provided that correction of defects objected to in the title commitment or survey may be accomplished either by removing such defects or, with the express consent of Buyer, by arranging for the title insurance policy to insure over such defects; and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing), Seller shall, at any time on or before Seller's Response Date, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on or before the tenth day after Seller's notice, in its sole discretion, either (i) notify Seller that it shall waive said defect(s) and proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing shall be held on the tenth day after Buyer's notice, or (ii) give Notice of Termination, provided that if Buyer fails to give such notice, Buyer shall be deemed to have given Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the next business day in said county. Upon Buyer's actual or deemed giving Notice of Termination, the Deposit shall be refunded and this Agreement shall become null and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided herein.

Buyers Review. Notice of ClosingBuyer shall have until 5 o'clock P.M. EST, on November 26, 1996 ("the Review Period"), (a) to review title to the Premises (the "Title") and to obtain and review a survey (the "Survey"); (b) to make or notice that this Agreement is terminated have made such reasonable non-destructive inspections, studies and tests as it desires of the Premises, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (the "Notice of TerminationInspections"); and (c) to review Seller's financial records, contracts and leases relating to the Premises (the "Review"). All such items shall be obtained and reviewed at Buyer's sole cost and expense, except that the Seller shall pay the cost of obtaining an owner's title insurance commitment and policy for Buyer (the "Basic Policy"); provided that Buyer shall pay the cost of obtaining any affirmative coverage or excluding any exceptions on such policy ("Additional Title Coverage"). To facilitate the Review and the Inspections, the Buyer shall have access to all non- proprietary books, records, tax returns, correspondence, financial data, ledger reports, general ledgers, Leases and all other documents and matters, public or private, maintained by Seller or its agents or its management company relating to all receipts and expenditures pertaining to the Premises for the three (3) most recent full calendar years and the current calendar year (all as available), regarding the operation of the Premises for review and copying at its own expense located at the offices of Seller's management company, CB Commercial Real Estate Group, Inc. (or such other location in the metropolitan Atlanta area as such management company may designate) and the Premises at reasonable times and upon reasonable prior notice. If Buyer fails has any objection or objections to give either Notice any of Closing the matters revealed in the Title, Survey, Inspections, Review or Conditional Notice any other matter in its sole judgment ("Buyer's Objections"), it shall notify Seller in writing of Closing by the Buyer's Objections on or before the end of the Review Period, Buyer shall be deemed to have given Notice Period and notify Seller either of Termination. Upon Buyer's giving of Notice of Closing, pursuant to either this paragraph or the following paragraph, or upon Seller's cure of Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraph, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), to respond to the title objections in Buyer's Conditional Notice of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, and the Closing shall be held on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects (provided that correction of defects objected to in the title commitment or survey may be accomplished either by removing such defects or, with the express consent of Buyer, by arranging for the title insurance policy to insure over such defects; and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing), Seller shall, at any time on or before Seller's Response Date, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on or before the tenth day after Seller's notice, in its sole discretion, either (i) notify Seller that it Buyer's desire to terminate this Agreement, whereupon this Agreement shall waive said defect(s) terminate without any recourse to the parties hereto and proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing Deposit shall be held on the tenth day after returned to Buyer's notice, or (ii) give Notice of Termination, provided that if Buyer fails its desire to give such noticethe Seller the option to cure the Buyer's Objections (the "Cure Option"). Any matters revealed in the Title (appearing of record prior to or on the Effective Date), Buyer Survey (in existence as of the Effective Date), Inspections, Review or any other matters not submitted to Seller in writing on or before the expiration of the Review Period as Buyer's Objections shall be deemed to have given Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the next business day in said county. Upon Buyer's actual or deemed giving Notice of Termination, the Deposit shall be refunded waived and this Agreement shall become null and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided herein"Permitted Exception."

Buyers Review. Buyer shall have until 5 o'clock P.M., Boston time, on December 8, 1995 ("the Review Period") (a) to obtain and review a commitment for title insurance and a survey; (b) to make or have made such reasonable non-destructive inspections as it desires of the Premises, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces; and (c) to review all of Seller's financial records, contracts, and leases relating to the Premises. All such items shall be obtained and reviewed at Buyer's sole cost and expense, except as otherwise expressly provided herein. If Buyer has any objection to any of the matters set out in (a), (b), or (c) of this section 4, it may either notify Seller in writing of such objection on or before the end of the Review Period ("Notice of ClosingObjection"), provided that with such notice Buyer shall provide Seller with copies of all written materials which provide or notice evidence the basis of any such objection, or notify Seller in writing that this Agreement is terminated ("Notice of Termination"). If Buyer fails Any matters not objected to give either Notice of Closing or Conditional Notice of Closing by in writing as herein provided shall be deemed waived. Upon the end expiration of the Review Period, Buyer shall be deemed to have given Period without Notice of Objection or Notice of Termination. Upon Buyer's giving of Notice of Closing, pursuant to either this paragraph or the following paragraphas provided herein, or upon Seller's cure of Buyer's objections, as provided in the following paragraph, or upon Buyer's actual or deemed notification to Seller that Buyer will proceed notwithstanding Seller's failure to cure Buyer's objections, as provided in the following paragraph, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraph, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), to respond to the title objections in Buyer's Conditional Notice of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, and the Closing shall be held on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects to which Buyer has objected within 30 days after receipt of Notice of Objection (provided that correction of defects objected to in the title commitment or survey may be accomplished either by removing such defects or, with the express consent of Buyer, or by arranging for the title insurance policy to insure over such defects; and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing, or later if arrangements are made which are satisfactory to Buyer and the Title Company), Seller shall, at any time on or before Seller's Response Datethe end of said 30-day period, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer on the 30th day after receipt of Notice of Objection that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on within ten days after Seller has given or before the tenth day after Seller's is deemed to have given said notice, in its sole discretion, either (i) notify Seller that it shall waive said defect(s) and proceed the to closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing shall be held on the tenth day after Buyer's noticehereof, or (ii) give Notice of Termination, provided that if Buyer fails to give such notice, Buyer shall be deemed to have given notified Seller that it shall waive all defects and proceed to closing. Upon receipt of Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the next business day in said county. Upon Buyer's actual or deemed giving Notice of Termination, Termination the Deposit shall be refunded and this Agreement shall become null and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided herein.

Buyers Review. Notice 4.01. BUYER'S REVIEW BEFORE THE EXECUTION DATE. (a) Prior to the Execution Date, Aera has made available to Buyer certain data relating to the SPBP Interests, the Beta Interests, the Stock and the Property for Buyer's review. Buyer acknowledges that it has thoroughly reviewed all of Closing"this material before Buyer submitted its offer to purchase the Beta Interests and the Stock and executed this Agreement. Buyer shall notify Aera in writing if it wishes to review files or data in addition to those previously provided, but Aera's obligation to provide additional files or data shall be limited to files and data that are reasonably available to it. AERA HAS NO OBLIGATION TO PROVIDE ACCESS TO, AND BUYER WAIVES ALL CLAIMS TO INSPECT, AERA'S INTERPRETIVE, PREDICTIVE, CONFIDENTIAL, PRIVATE, PROPRIETARY OR PRIVILEGED INFORMATION (INCLUDING PERSONNEL RECORDS), OR INFORMATION THE DISSEMINATION OF WHICH IS RESTRICTED BY APPLICABLE LAW OR CONTRACTS BETWEEN AERA AND THIRD PERSONS. Aera has no obligation to provide any documents or notice any other information to Buyer that is available to the general public, whether in the public records or from a Governmental Entity on request. (b) By entering into this Agreement is terminated ("Notice of Termination"). If Buyer fails to give either Notice of Closing or Conditional Notice of Closing by the end of the Review PeriodAgreement, Buyer shall be deemed acknowledges and represents that it has reviewed and inspected the SPBP Interests (including the SPBP Tangible Assets), the Beta Interests (including the Beta Tangible Assets), the Stock and the Property, in each case to have given Notice of Termination. Upon Buyer's giving of Notice of Closingits satisfaction to enable it to submit its offer to purchase the Beta Interests and the Stock and to execute this Agreement, pursuant and that it is not entitled to either this paragraph or the following paragraph, or upon Seller's cure of Buyer's objections, as provided a reduction in the following paragraphPurchase Price, the Deposit will become nonrefundable, except indemnification or any other recourse of any kind whatsoever against Aera in the case of Seller's default hereunderevent that Title Defects arise after the Execution Date. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraphhas undertaken all appropriate inquiry to its satisfaction, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), has made an informed decision to respond to acquire the title objections in Buyer's Conditional Notice of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, Stock and the Closing shall be held Beta Interests on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected basis of its own investigations and without reliance on statements or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects (provided that correction of defects objected to in the title commitment or survey may be accomplished either investigations by removing such defects orany other Person, with the express consent of Buyer, by arranging for the title insurance policy to insure over such defects; including Aera and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing), Seller shall, at any time on or before Seller's Response Date, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on or before the tenth day after Seller's notice, in its sole discretion, either (i) notify Seller that it shall waive said defect(s) and proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing shall be held on the tenth day after Buyer's notice, or (ii) give Notice of Termination, provided that if Buyer fails to give such notice, Buyer shall be deemed to have given Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the next business day in said county. Upon Buyer's actual or deemed giving Notice of Termination, the Deposit shall be refunded and this Agreement shall become null and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided hereinAssociated Parties.

Buyers Review. Notice 5.01. Buyer's Review before Signing this Agreement. Exxon gathered data relating to SJPC, Formax and the Formax Property for the Buyer to review before submitting a bid and signing this Agreement. The data included files in the possession of Closing"Exxon, SJPC, and Formax, concerning the Formax Property (for example, geological, geophysical, production, engineering, and other technical data and records; contract, land, lease, and permit records; and files concerning petroleum, produced water, wastes and other materials that may have leaked, spilled, or been disposed of on-site, with locations, pits and pit closures, burial, landfarming, landspreading, underground injection, and solid waste disposal sites). Buyer must notify Exxon in writing if it wishes to review any additional files or data, but Exxon's obligation to provide additional data is limited to data that are reasonably available to it. Exxon and its Associated Parties have no obligation to provide access to, and Buyer waives any claims to inspect, Exxon's or its Associated Parties' interpretive, predictive, confidential, private, proprietary, or privileged information (including personnel records), or notice information whose dissemination is restricted by agreements between Exxon or its Associated Parties and third parties. Exxon and its Associated Parties have no obligation to provide any information to Buyer that is available to the general public, whether in the public records or from a governmental entity or agency on request. Buyer represents by entering into this Agreement is terminated ("Notice of Termination")that it has reviewed the records related to SJPC, Formax, and the Formax Property, and all other relevant records to its satisfaction to enable it to make its bid and execute this Agreement. If Buyer fails may request adjustments to give either Notice of Closing or Conditional Notice of Closing by the end of Base Purchase Price after the Review PeriodEffective Date only for Title Defects, Buyer shall be deemed to have given Notice of Termination. Upon Buyer's giving of Notice of ClosingConditions, pursuant to either this paragraph or the following paragraph, or upon Seller's cure of Buyer's objectionsand Material Differences, as provided in the following paragraphbelow. Buyer has undertaken all appropriate inquiry, the Deposit will become nonrefundable, except in the case of Seller's default hereunder. If Buyer gives Conditional Notice of Closing, the Closing shall be postponed as set forth in this paragraphto its satisfaction, and Seller shall have until 2 o'clock P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), has made an informed decision to respond to acquire all of the title objections in Buyer's Conditional Notice outstanding capital stock of Closing. If Seller agrees to and does correct all title defects set forth in Buyer's Conditional Notice of Closing, Seller shall so notify Buyer, and the Closing shall be held SJPC on the tenth day after Seller gives notice to Buyer either that all such defects have been corrected basis of its own investigations and without reliance on statements or that they will be corrected at the Closing. If Seller is unwilling or unable to correct to Buyer's satisfaction all such defects (provided that correction of defects objected to in the title commitment or survey may be accomplished either investigations by removing such defects orany other person, with the express consent of Buyer, by arranging for the title insurance policy to insure over such defects; including Exxon and provided further that Seller may use the Purchase Price or any portion thereof to cure any such defects which may be cured by instruments recorded on the Date of Closing), Seller shall, at any time on or before Seller's Response Date, so notify Buyer, provided that if Seller fails to give such notice, Seller shall be deemed to have notified Buyer that Seller is unwilling or unable to cure all defects to which Buyer has objected. Buyer shall, on or before the tenth day after Seller's notice, in its sole discretion, either (i) notify Seller that it shall waive said defect(s) and proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in which case the Closing shall be held on the tenth day after Buyer's notice, or (ii) give Notice of Termination, provided that if Buyer fails to give such notice, Buyer shall be deemed to have given Notice of Termination. If any day specified in this paragraph falls on a holiday in King County, Washington, that day shall automatically be continued to the next business day in said county. Upon Buyer's actual or deemed giving Notice of Termination, the Deposit shall be refunded and this Agreement shall become null and void, and neither party shall be liable to the other for damages or otherwise, except as otherwise expressly provided hereinAssociated Parties.