Common use of Seller Approval Clause in Contracts

Seller Approval. Buyer and Seller acknowledge that Close of Escrow is subject to a number of conditions under this Agreement and that in the event the Buyer does not purchase the Property, Seller may be subject to such Entitlements (and any conditions placed thereon) as have been obtained prior to the termination of this Agreement. As such, with respect to the Entitlements: (x) Seller shall have the right to review and reasonably approve all such applications and other submissions, and (y) Seller shall have the right to review and reasonably approve all conditions of approval proposed by any governmental agency with respect to any Entitlements. Notwithstanding the foregoing, Seller shall only have a right to withhold such approvals in subparagraphs 3.5.1(x) or (y) if the Entitlements would materially interfere with Seller’s ability to operate on the Property prior to the Close of Escrow or would materially and adversely impact the value of the Property with respect to a proposed residential development if Buyer fails to proceed to the Close of Escrow. If at any time after Buyer has approved the Feasibility Matters Buyer determines, in its reasonable discretion, that Buyer will not be able to obtain the Approved Entitlements under terms and conditions satisfactory to Buyer, Buyer may terminate this Agreement by written notice to Seller and Escrow Holder. Upon such termination (a) if such termination occurs during the first twelve (12) months following the Agreement Seller shall return (or Escrow Holder shall deliver) to Buyer the full amount of the Deposit, and if such termination occurs after the date that is twelve (12) months following the Agreement Date, Seller shall return (or Escrow Holder shall deliver to Buyer) the full amount of the Deposit, less Fifty Thousand Dollars ($50,000), which amount Seller shall be entitled to retain, (b) the Escrow shall be automatically terminated and of no force and effect, (c) Buyer and Seller shall each pay one-half (1/2) of any Escrow termination fees, (d) Seller shall have no further obligation to sell to Buyer, and Buyer shall have no further obligation to purchase, the Property, and (e) this Agreement shall terminate and the parties shall have no further obligations hereunder except as provided in Paragraphs 3.4 and 6 of this Agreement.

Seller Approval. Buyer Purchaser acknowledges and Seller acknowledge agrees that Close of Escrow is subject to a number of conditions Seller's obligations under this Agreement and that in the event the Buyer does not purchase the Property, Seller may shall be subject to such Entitlements Seller obtaining approval by WHLP of the transactions contemplated hereby (the "WHLP APPROVAL"), which approval requires that WHLP obtain the approval of the sale of the Hotel to Purchaser pursuant to the terms of this Agreement by not less than fifty-one percent (51%) by interest of the Limited Partners (the "LIMITED PARTNERS APPROVAL" and any conditions placed thereoncollectively with the WHLP Approval, the "SELLER APPROVAL") as have been obtained not later than one hundred and fifty (150) days following the expiration of the Due Diligence Period (the "SELLER APPROVAL DATE"). Seller shall provide written notice to Purchaser promptly upon obtaining the Seller Approval (the "SELLER APPROVAL NOTICE"). If Seller does not provide the Seller Approval Notice to Purchaser on or prior to 5:00 P.M. Eastern Time on the termination Seller Approval Date, Seller shall be deemed to have failed to obtain the Seller Approval, and Purchaser and Seller shall each thereafter have the right to terminate this Agreement after the Seller Approval Date and prior to receipt thereafter by Purchaser of the Seller Approval Notice, by providing written notice to the other, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser. As promptly as reasonably practicable after execution of this Agreement, WHLP shall prepare and file with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), a proxy statement relating to the solicitation by the General Partner of the consent of the Limited Partners required under the WHLP Partnership Agreement in connection with obtaining the Seller Approval (the "CONSENT SOLICITATION"). As suchWHLP shall provide Purchaser with a copy of the Consent Solicitation as promptly as practicable and, in any event, at least five (5) Business Days prior to its filing with the SEC. WHLP will cause all filings made with the SEC in connection with the Consent Solicitation to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. WHLP shall promptly notify Purchaser of the receipt of any comments from the SEC and of any requests by the SEC for amendments or supplements to the Consent Solicitation or for additional information and will supply Purchaser with copies of all material correspondence between WHLP or any of its representatives and the SEC with respect to the Entitlements: (x) Seller shall have Consent Solicitation. Following the right to review and reasonably approve satisfaction of all such applications and other submissions, and (y) Seller shall have the right to review and reasonably approve all conditions of approval proposed by any governmental agency SEC requirements with respect to any Entitlementsthe Consent Solicitation, WHLP shall cause the Consent Solicitation to be mailed to the Limited Partners as promptly as practicable and shall in good faith otherwise use its commercially reasonable efforts to obtain the Seller Approval. Notwithstanding The General Partner shall recommend to the foregoingLimited Partners approval of this Agreement and the transactions contemplated by the Agreement and include such recommendation in the Consent Solicitation (the "GP RECOMMENDATION") provided, Seller shall only have a right to withhold such approvals in subparagraphs 3.5.1(x) or (y) if the Entitlements would materially interfere with Seller’s ability to operate on the Property however, that prior to the Close of Escrow or would materially Seller Approval Date (as the same may be extended and adversely impact the value of the Property with respect to a proposed residential development if Buyer fails to proceed subject to the Close General Partner's compliance with Section 7.11 below), such recommendation may be withdrawn, modified or amended if the General Partner determines in good faith, based on advice of Escrow. If at any time after Buyer has approved the Feasibility Matters Buyer determines, in its reasonable discretionfinancial advisors and outside counsel, that Buyer will in the absence of such action the General Partner would not be able in compliance with its duties to obtain the Approved Entitlements under terms and conditions satisfactory to Buyer, Buyer may terminate this Limited Partners imposed by the WHLP Partnership Agreement by written notice to Seller and Escrow Holder. Upon such termination (a) if such termination occurs during the first twelve (12) months following the Agreement Seller shall return (or Escrow Holder shall deliver) to Buyer the full amount of the Deposit, and if such termination occurs after the date that is twelve (12) months following the Agreement Date, Seller shall return (or Escrow Holder shall deliver to Buyer) the full amount of the Deposit, less Fifty Thousand Dollars ($50,000), which amount Seller shall be entitled to retain, (b) the Escrow shall be automatically terminated and of no force and effect, (c) Buyer and Seller shall each pay one-half (1/2) of any Escrow termination fees, (d) Seller shall have no further obligation to sell to Buyer, and Buyer shall have no further obligation to purchase, the Property, and (e) this Agreement shall terminate and the parties shall have no further obligations hereunder except as provided in Paragraphs 3.4 and 6 of this Agreementapplicable law.

Seller Approval. Buyer Purchaser acknowledges and Seller acknowledge agrees that Close of Escrow is subject Seller’s obligations to a number of conditions close under this Agreement shall be subject to, and conditioned upon, Seller obtaining approval by WHLP of the transactions contemplated hereby (the “WHLP Approval”), which approval requires that in WHLP obtain, pursuant to Section 8.03(b) of the event WHLP Partnership Agreement, the Buyer approval of the sale of the Property from more than fifty percent (50%) of the interest of the Limited Partners (the “Limited Partners Approval”; the Limited Partners Approval and the WHLP Approval are collectively referred to herein as the “Seller Approval”). Purchaser agrees that Seller shall have until the date that is one hundred fifty (150) days after the date of this Agreement (the “Seller Approval Date”) to obtain the Seller Approval. Seller shall provide written notice to Purchaser promptly upon obtaining the Seller Approval (the “Seller Approval Notice”). If Seller does not purchase provide the PropertySeller Approval Notice to Purchaser at or prior to 5:00 P.M. Eastern Time on the Seller Approval Date, Seller may shall be subject deemed to such Entitlements (have failed to obtain the Seller Approval, and any conditions placed thereon) as have been obtained prior to the termination of this Agreement. As such, with respect to the Entitlements: (x) Purchaser and Seller shall each thereafter have the right to review and reasonably approve all such applications and other submissions, and (y) Seller shall have the right to review and reasonably approve all conditions of approval proposed by any governmental agency with respect to any Entitlements. Notwithstanding the foregoing, Seller shall only have a right to withhold such approvals in subparagraphs 3.5.1(x) or (y) if the Entitlements would materially interfere with Seller’s ability to operate on the Property prior to the Close of Escrow or would materially and adversely impact the value of the Property with respect to a proposed residential development if Buyer fails to proceed to the Close of Escrow. If at any time after Buyer has approved the Feasibility Matters Buyer determines, in its reasonable discretion, that Buyer will not be able to obtain the Approved Entitlements under terms and conditions satisfactory to Buyer, Buyer may terminate this Agreement after the Seller Approval Date and prior to receipt thereafter by Purchaser of the Seller Approval Notice, by providing written notice to Seller the other, in which case Escrow Agent shall refund the Exxxxxx Money to Purchaser in accordance with Section 3.2(d) and Escrow Holder. Upon such termination (a) if such termination occurs during the first twelve (12) months following the Agreement Seller shall return (or Escrow Holder shall deliver) to Buyer the full amount of the Deposit, and if such termination occurs after the date that is twelve (12) months following the Agreement Date, Seller shall return (or Escrow Holder shall deliver to Buyer) the full amount of the Deposit, less Fifty Thousand Dollars ($50,000), which amount Seller shall be entitled to retain, (b) the Escrow shall be automatically terminated and of no force and effect, (c) Buyer and Seller shall each pay one-half (1/2) of any Escrow termination fees, (d) Seller Parties shall have no further obligation to sell to Buyer, and Buyer shall have no further obligation to purchase, the Property, and (e) this Agreement shall terminate and the parties shall have no further rights or obligations hereunder except as provided in Paragraphs 3.4 and 6 of under this Agreement, except those which expressly survive such termination.

Seller Approval. Buyer and Seller acknowledge that Close of Escrow is (a) No later than ten (10) days after the date hereof or such later date subject to Parent’s review and comment of the Seller Notice (as defined below), the Company shall prepare and deliver a number notice calling a special meeting of conditions under the shareholders of the Company (which shall be held no later than forty (40) days following the date of this Agreement) to every Seller in accordance with the CGCL (the “Seller Notice”). The Seller Notice shall (i) be a statement to the effect that the board of directors of the Company (A) determined that Merger I is advisable in accordance with Section 1101 of the CGCL and in the best interests of the Sellers (B) approved and adopted this Agreement, Merger I, Merger II and the other transactions contemplated hereby and (C) recommend that the shareholders of the Company vote to adopt this Agreement and that approve Merger I, (ii) provide the Sellers to whom it is sent with notice of the actions agreed to be taken by the Supporting Sellers in the event Voting Agreements, including (A) the Buyer does not purchase approval and adoption of this Agreement, Merger I and the Propertyother transactions contemplated hereby in accordance with Section 603 of the CGCL and the bylaws of the Company and (B) the exercise the drag-along rights under Section 10 of the Shareholders Agreements to require each Seller other than the ESOP to waive any dissenters’, appraisal or other similar rights in connection with the Transaction and (iii) provide the Sellers to whom it is sent with notice of their dissenters’ and appraisal rights pursuant to Chapter 13 of the CGCL. The Seller may Notice shall include therewith a copy of Chapter 13 of the CGCL and all such other information as the Company shall reasonably request, and be provided in such form reasonably expected to be sufficient in form and substance to start the thirty (30) day period during which a Seller must demand appraisal of such Seller’s Shares as contemplated by Chapter 13 of the CGCL. All materials submitted to the Sellers in accordance with this Section 6.26(a) shall be subject to such Entitlements Parent’s reasonable advance review. (b) The Company shall not, without the prior written consent of Parent, (i) withhold, withdraw or modify or qualify, or propose to withhold, withdraw or modify or qualify the recommendation to vote to adopt this Agreement and approve Merger I, (ii) make any conditions placed thereonother statement inconsistent with the recommendation to vote to adopt this Agreement and approve Merger I or (iii) take any other action that would cause the Seller Approval to not be obtained. (c) Promptly following the meeting of the shareholders of the Company contemplated by the Seller Notice, the Company shall deliver to Parent evidence that at a duly called special meeting of the shareholders of the Company, a vote sufficient under the CGCL was obtained to: (i) approve, in the case of Merger I, the adoption of this Agreement and the transactions contemplated hereby; (ii) designate Xxxxxxxx X. Xxxxxxxxx as the Sellers’ Representative with respect to this Agreement and (iii) exercise the drag-along rights set forth in Section 10 of the Shareholders Agreements and require, among the other applicable requirements set forth in the Shareholders Agreements, each Seller (other than the ESOP) to waive any dissenters’, appraisal or other similar rights in connection with the Transaction (the “Seller Approval”). (d) The Company shall use reasonable best efforts to cause the ESOP Trustee to, no later than ten (10) days after receipt by the ESOP of the Seller Notice in accordance with Section 6.26(a), take all necessary actions required by the ESOP plan documents and applicable law, including, but not limited to, Section 409(e)(3) of the Code, to conduct a pass-through vote of the ESOP participants and beneficiaries to direct the ESOP Trustee to vote the Shares owned by the ESOP which are allocated to the accounts of participants and beneficiaries either in favor or against the transactions contemplated by this Agreement (the “ESOP Vote”). As soon as practicable following the expiration of the period for which ESOP participants have been obtained to submit their proxy instructions to the ESOP Trustee, which period shall end no later than two (2) Business Days prior to the termination date of this Agreementthe special meeting set forth in the Seller Notice, the Company will notify Parent of the final vote cast by the ESOP Trustee. As suchThe Company, upon receipt of such information from the ESOP Trustee, shall upon Parent’s reasonable request provide Parent with respect information regarding the status of the ESOP participants’ proxy instructions that have been received by the ESOP Trustee. All materials submitted to the Entitlements: (xESOP participants in accordance with this Section 6.26(d) Seller shall have the right be subject to Parent’s reasonable advance review and reasonably approve all such applications and other submissions, and (y) Seller shall have the right to review and reasonably approve all conditions of approval proposed by any governmental agency with respect to any Entitlements. Notwithstanding the foregoing, Seller shall only have a right to withhold such approvals in subparagraphs 3.5.1(x) or (y) if the Entitlements would materially interfere with Seller’s ability to operate on the Property prior to the Close of Escrow or would materially and adversely impact the value of the Property with respect to a proposed residential development if Buyer fails to proceed to the Close of Escrow. If at any time after Buyer has approved the Feasibility Matters Buyer determines, in its reasonable discretion, that Buyer will not be able to obtain the Approved Entitlements under terms and conditions satisfactory to Buyer, Buyer may terminate this Agreement by written notice to Seller and Escrow Holder. Upon such termination (a) if such termination occurs during the first twelve (12) months following the Agreement Seller shall return (or Escrow Holder shall deliver) to Buyer the full amount of the Deposit, and if such termination occurs after the date that is twelve (12) months following the Agreement Date, Seller shall return (or Escrow Holder shall deliver to Buyer) the full amount of the Deposit, less Fifty Thousand Dollars ($50,000), which amount Seller shall be entitled to retain, (b) the Escrow shall be automatically terminated and of no force and effect, (c) Buyer and Seller shall each pay one-half (1/2) of any Escrow termination fees, (d) Seller shall have no further obligation to sell to Buyer, and Buyer shall have no further obligation to purchase, the Property, and (e) this Agreement shall terminate and the parties shall have no further obligations hereunder except as provided in Paragraphs 3.4 and 6 of this Agreementcomment.