Purchaser's Notice. Not later than ten (10) days prior to the Closing Date, and, again, on the Closing Date prior to the Closing, Purchaser shall notify Sellers of any breaches of representations or covenants herein by Sellers of which Purchaser has knowledge at the time of such notice and with respect to which a prior notice has not been given pursuant to this Section.
Purchaser's Notice. At any time during the period commencing on the date hereof and ending six (6) months thereafter (the "Holdback Period"), the Purchasers may deliver a notice signed by an officer of the Purchaser (a "Notice") to the Principal Stockholders and the Escrow Agent (i) stating that the Principal Stockholders are obligated to make a payment to the Purchaser pursuant to Section 5 of the Stock and Asset Purchase Agreement in respect of any loss, damage, deficiency, liability or obligation included within the definition of "Damages" or otherwise the subject of Section 5 of the Stock and Asset Purchase Agreement (each, a "Damage"), and identifying which of those Sections gives rise to the Principal Stockholders' obligation; (ii) specifying in reasonable detail the nature, the underlying facts, and, to the extent determinable at the time of such Notice, the dollar amount or a good faith approximation thereof; together with the Purchaser's calculations with respect thereto (a "Claim Amount") of any claim for indemnification (a "Claim") it may have under Section 5 of the Stock and Asset Purchase Agreement; and (iii) confirming that such Claim is not subject to the limitations on the Principal Stockholders' indemnification obligations set forth in Section 5.3 of the Stock and Asset Purchase Agreement. The Purchasers may make more than one claim with respect to any underlying state of facts, but shall only be entitled to a single recovery in respect of any single Damage or amount which is the subject of Section 5 of the Stock and Asset Purchase Agreement. The Escrow Agent shall not inquire into or consider whether a Claim complies with the requirements of the Stock and Asset Purchase Agreement.
Purchaser's Notice. On or before the expiration of the Inspection Period provided for above, Purchaser shall give written notice to Seller, pursuant to Paragraph 22 hereof, of its intent to purchase the Real Property according to the terms and conditions of this Contract. In the event Purchaser elects to terminate the Contract, the Xxxxxxx Money shall forthwith be refunded to Purchaser by the Title Company. Otherwise, Seller and Purchaser shall proceed to Close. Should Purchaser fail to close after the giving of its Notice, then the default provisions of this Contract shall govern. In the event Purchaser gives its Notice to Seller of its decision not to purchase the Real Property, then this Contract shall terminate and the Purchaser shall be entitled to the return of its Xxxxxxx Money.
Purchaser's Notice. Purchaser’s obligation to consummate the purchase provided for herein shall be subject to the Purchaser’s satisfaction, in its sole and absolute discretion, of all aspects of the Property on or before the date that is Forty-Five (45) days following the Effective Date (the “Contingency Date”). The period from the Effective Date to the Contingency Date will be referred to herein as the “Contingency Period.” Purchaser shall, on or before 5:00 p.m. EST Time on the Contingency Date, provide Seller with written notice (“Purchaser’s Notice”) of Purchaser’s approval or disapproval of the Property, which may be approved or disapproved in Purchaser’s sole discretion for any reason or no reason whatsoever. If Purchaser fails to provide a Purchaser’s Notice on or before the Contingency Date, then Purchaser will be deemed to have satisfied itself as to the Property and this Agreement shall remain in full force and effect. If the Purchaser’s Notice terminates this Agreement, then the parties shall have no further rights or obligations hereunder with respect to the terminated Agreement, except for any rights or obligations which, according to their terms, survive any such termination of this Agreement. Without limitation on the Purchaser’s right to determine whether it is satisfied with the Property in all respects, in its sole and absolute discretion, the parties hereto acknowledge that the following conditions will need to be satisfied, in Purchaser’s sole and absolute discretion, on or prior to the Contingency Date:
Purchaser's Notice. At least 60 days prior to the expiration of the Option Term, Purchaser shall notify Seller in writing of its approval and disapproval of each exception in Schedule 8 of the Title Commitment, other than those exceptions to which Purchaser may object within 10 business days after receiving the survey as provided in Section 5.5. Failure to so deliver such notice shall constitute Purchaser's approval of all exceptions in Schedule B as of the date of such Title Commitment. Exceptions not disapproved by Purchaser shall be Permitted Exceptions.
Purchaser's Notice. 3.2(c) Rights ..................................... 2.4 STD ........................................ 4.1(w)(viii) Tangible Assets ............................ 4.1(j) Third Party Claim .......................... 10.5
Purchaser's Notice. If for any reason Purchaser, in its sole and absolute discretion, is not satisfied with the condition of the Property or any portion thereof, or any matter in or pertaining to the items delivered or to be delivered by Seller to Purchaser pursuant to Article III of this Contract, or any other fact or situation with respect to the Property, then in such event Purchaser shall have the right to terminate this Contract by giving Seller written notice thereof (the "Purchaser's Notice"), and this Contract shall be immediately terminated upon Purchaser's delivery of the Purchaser's Notice to Seller and (except as otherwise provided below) the Xxxxxxx Money Deposit shall be returned to Purchaser, as Purchaser's sole and exclusive remedy. The Purchaser's Notice need not set forth the reason for such termination; provided, however, that if Purchaser, in its sole and absolute discretion, desires to give Seller an opportunity to cure Purchaser's dissatisfaction before Purchaser terminates this Contract, then Purchaser may state such intention in the Purchaser's Notice and shall set forth in reasonable detail the basis for any such dissatisfaction, in which event this Contract shall not be immediately terminated and Seller shall have the right, but not the obligation, to cure Purchaser's dissatisfaction or reduce the Purchase Price as set forth in Section 4.03 below. In the event Purchaser fails to deliver the Purchaser's Notice on or before the expiration of the Review Period then this Contract shall be immediately terminated and the Xxxxxxx Money Deposit shall be returned to Purchaser, as Purchaser's sale and exclusive remedy.
Purchaser's Notice. Purchaser shall have the right to terminate this Contract for any or no reason, in its sole and absolute discretion, prior to the expiration of the Review Period. If Purchaser fails to deliver Seller written notice (the "Waiver Notice") waiving this termination right on or before the end of the Review Period, this Contract shall be deemed automatically terminated. Purchaser's failure to deliver the Waiver Notice on or before the expiration of the Review Period shall be deemed Purchaser's election to terminate this Contract under this Section 4.02.
Purchaser's Notice. 10 Purchaser's REIT Entity......................... 5
Purchaser's Notice. The Purchaser shall serve on Fineldo a written notice of claim for Breach of Representations and Warranties, within 90 days of the date of Purchaser’s actual and complete knowledge of such breach, untruthfulness, incorrectness or inaccuracy, it being understood that no forfeiture will occur in case of delay.
