Common use of Other Purchase Agreements Clause in Contracts

Other Purchase Agreements. Buyer and Seller acknowledge that Buyer and Seller, their affiliates and/or subsidiaries are also party(ies) to those certain other Agreements for Sale and Purchase of Property, identified on Exhibit 3 attached hereto (each referred to as a “Purchase Agreement” and, collectively, as the “Purchase Agreements”), relating to the sale of certain senior housing properties more particularly described and defined in the Purchase Agreements. Buyer and Seller further acknowledge that they intend for the Closing of this transaction to require the Closing of the transactions contemplated in the Purchase Agreements and for the closing of the transactions contemplated in the Purchase Agreements to require the Closing of this transaction. Buyer and Seller agree that in the event Buyer elects to terminate this Agreement for any reason as expressly permitted pursuant to the provisions hereof (other than termination as a result of (i) the willful or intentional breach or default under this Agreement by Seller or (ii) Seller's failure to remove a Financial Encumbrance as defined in Section 5.3), then such termination shall be deemed a termination of all Purchase Agreements; provided, however, Seller in its sole discretion may waive the termination of any or all Purchase Agreements and elect to proceed with the transaction pursuant to the remaining terms and conditions of such Purchase Agreement(s).