Common use of Notice of Disapproval Clause in Contracts

Notice of Disapproval. For purposes of this Paragraph 3, an approval which is conditioned or qualified in any way shall be deemed a disapproval, unless Seller has expressly accepted such conditions or qualifications in writing by way of amendment to this Agreement or otherwise. If Buyer disapproves of any of the items set forth in Paragraph 3(a) or if Buyer otherwise desires not to proceed with the Transactions, for any or no reason at all, Buyer may deliver written notice of such disapproval (a “Buyer’s Disapproval Notice”) to Seller prior to the expiration of the Due Diligence Period, in which case this Agreement shall automatically terminate and the provisions of Paragraph 3(f) shall apply. In the event Buyer is satisfied with the Properties and desires to proceed to the Closing in accordance with the terms and conditions of this Agreement, then Buyer shall deliver a written election to proceed (“Buyer’s Approval Notice”) to Seller at any time prior to the expiration of the Due Diligence Period, in which case Buyer shall be conclusively deemed to have approved all of the items set forth in Paragraph 3(a) and to have waived its right to terminate this Agreement pursuant to this Paragraph 3(b). In the event Buyer does not deliver either a Buyer’s Disapproval Notice or a Buyer’s Approval Notice to Seller prior to the expiration of the Due Diligence Period, then Buyer shall be deemed to have disapproved of the Properties and elected to terminate this Agreement, in which case this Agreement shall automatically and without further action terminate effective as of the expiration of the Due Diligence Period, upon which the provisions of Paragraph 3(f) shall apply.

Notice of Disapproval. For purposes of this Paragraph 3, an approval which is conditioned 8.2.1 Buyer may elect to terminate the transaction contemplated herein for any reason or qualified in any way shall be deemed a disapproval, unless no reason by notifying Seller has expressly accepted such conditions or qualifications in writing by way (the “Notice of amendment Disapproval”) on or before the expiration of the Due Diligence Period of Buyer’s desire to this Agreement or otherwisenot close the transactions contemplated herein and to terminate the Agreement. If Buyer disapproves fails to timely deliver a Notice of any of the items set forth in Paragraph 3(a) Disapproval on or if Buyer otherwise desires not to proceed with the Transactions, for any or no reason at all, Buyer may deliver written notice of such disapproval (a “Buyer’s Disapproval Notice”) to Seller prior to before the expiration of the Due Diligence Period, in which case this Agreement shall automatically terminate and the provisions of Paragraph 3(f) shall apply. In the event Buyer is satisfied with the Properties and desires to proceed to the Closing in accordance with the terms and conditions of this Agreement, then Buyer shall deliver a written election to proceed (“Buyer’s Approval Notice”) to Seller at any time prior to the expiration of the Due Diligence Period, in which case Buyer shall be conclusively deemed to have approved all the transactions contemplated herein, and in such case, Buyer shall pay and deliver the Second Deposit to Escrow Holder not later than two (2) Business Days following the expiration of the items set forth in Paragraph 3(aDue Diligence Period. If Buyer fails to deliver the Second Deposit to Escrow Holder within two (2) and to have waived its right to terminate this Agreement pursuant to this Paragraph 3(b). In the event Buyer does not deliver either a Buyer’s Disapproval Notice or a Buyer’s Approval Notice to Seller prior to Business Days following the expiration of the Due Diligence Period, then Buyer Seller shall be deemed to have disapproved of the Properties and elected entitled to terminate this Agreement, in which case this Agreement whereupon the First Deposit and interest thereon shall automatically be immediately delivered to Seller, and without further action terminate effective as all rights and obligations of the expiration parties existing hereunder shall terminate and be of no further force or effect, except any rights and obligations which are expressly stated to survive the termination of this Agreement. 8.2.2 If Buyer timely delivers a Notice of Disapproval, then (i) the First Deposit and any interest accrued thereon will be returned to Buyer, (ii) Buyer shall deliver to Seller a copy of each of the Due Diligence Periodproperty condition survey report, upon the Phase I report and any report with respect to the physical condition of the pier or the elevators commissioned by Buyer that are related to the Property and (iii) all rights and obligations of the parties existing hereunder shall terminate and be of no further force or effect, except any rights and obligations which are expressly stated to survive the provisions termination of Paragraph 3(f) shall applythis Agreement.