Common use of Termination Upon Disapproval Clause in Contracts

Termination Upon Disapproval. If Buyer fails to notify Sellers, in writing (the “Approval Notice”), of its approval of the Properties prior to the expiration of the Due Diligence Period, such failure to deliver such Approval Notice shall be deemed Buyer’s disapproval of its due diligence investigations and this Agreement shall automatically terminate. Upon termination of this Agreement pursuant to this Section 5.6: (i) each Party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; (ii) Escrow Holder shall return all documents to the respective Parties who delivered such documents to Escrow; (iii) Escrow Holder shall remit the Initial Deposit to Buyer; (iv) the parties shall equally share Escrow Holder’s title and escrow cancellation fees, if any; (v) Buyer shall provide to Sellers all materials in Buyer’s possession relating to each Property (including all of the Due Diligence Materials) together with any reports, tests or studies prepared by or on behalf of Buyer with respect to each Property; and (vi) the respective obligations of Buyer and Sellers under this Agreement shall terminate (except for those obligations that expressly survive termination); provided, however, notwithstanding the foregoing, Buyer’s indemnity obligations under Section 5.4 above shall survive any such termination of this Agreement, and the termination of this Agreement shall not release any indemnity obligation of Buyer or any other obligations expressly provided in this Agreement which survive the termination of this Agreement.

Termination Upon Disapproval. If This Agreement shall terminate (i) if Buyer fails to notify Sellers, notifies Seller in writing (the “Approval Notice”), of its approval of the Properties prior to the expiration of the Due Diligence PeriodPeriod that Buyer has decided not to proceed with the purchase of the Property for any reason including without limitation, such failure to deliver such Approval Notice shall be deemed Buyer’s disapproval of its due diligence investigations and the physical condition of the Property, the Survey, or any of the Due Diligence Materials provided to Buyer during the Due Diligence Period, or (ii) upon Buyer’s failure to approve, prior to the expiration of the Due Diligence Period or such earlier date as is specified in this Agreement shall automatically terminateAgreement, of any of the matters described in subsection 3.3 (subject to Seller’s right to remove or cure disapproved items, or to obtain a bond or title endorsement). Upon termination of this Agreement pursuant to this Section 5.6subsection: (ia) each Party party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; , (iib) Escrow Holder shall return all documents to the respective Parties parties who delivered such documents to Escrow; , (iiic) Escrow Holder shall remit all funds deposited into Escrow together with any accrued interest on such funds to the Initial Deposit party entitled thereto pursuant to Buyer; subsection 2.2, (ivd) the parties Buyer shall equally share pay fifty percent (50%) of Escrow Holder’s title and escrow cancellation fees, if any; , (ve) Buyer shall provide return to Sellers Seller (1) all materials Due Diligence Materials previously delivered by Seller to Buyer, and (2) provided Seller reimburses Buyer for Buyer’s actual out-of-pocket costs in obtaining same, all other Due Diligence Materials in Buyer’s possession relating to each Property (the Property, including all of the Due Diligence Materials) together with without limitation, any reports, tests or studies prepared by or on behalf of Buyer with respect to each the Property; , and (vif) the respective obligations of Buyer and Sellers Seller under this Agreement shall terminate (except for those obligations that expressly survive termination)terminate; provided, however, notwithstanding the foregoing, Buyer’s indemnity obligations under Section subsections 5.3 and 5.4 above above, shall survive any such termination of this the Agreement, and the termination of this Agreement shall not release any other indemnity obligation of Buyer or any other obligations expressly provided in this Agreement which survive the termination of this AgreementBuyer.

Termination Upon Disapproval. If This Agreement shall terminate (i) if Buyer fails to notify Sellers, notifies Seller in writing (the “Approval Notice”), of its approval of the Properties prior to the expiration of the Due Diligence Period, such failure Period that Buyer has decided not to deliver such Approval Notice shall be deemed proceed with the purchase of the Property for any reason or (ii) upon Buyer’s disapproval disapproval, prior to the expiration of its due diligence investigations and the Due Diligence Period or such earlier date as is specified in this Agreement shall automatically terminateAgreement, of any of the matters described in Section 3.3 (subject to Seller’s right to remove or cure disapproved items, or to obtain a bond or title endorsement). Upon termination of this Agreement pursuant to this Section 5.6subsection: (ia) each Party party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination; , (iib) Escrow Holder shall return all documents to the respective Parties parties who delivered such documents to Escrow; , (iiic) Escrow Holder shall remit all funds deposited into Escrow together with any accrued interest on such funds to the Initial Deposit party entitled thereto pursuant to Buyer; Section 2.2, (ivd) the parties shall equally share Escrow Holder’s title and escrow cancellation fees, if any; , (ve) Buyer shall provide return to Sellers Seller all materials Due Diligence Materials in Buyer’s possession relating to each the Property (including all of the Due Diligence Materials) together with copies of any reports, tests or studies prepared by or on behalf of Buyer with respect to each the Property; , and (vif) the respective obligations of Buyer and Sellers Seller under this Agreement shall terminate (except for those obligations that expressly survive termination)terminate; provided, however, notwithstanding the foregoing, Buyer’s indemnity obligations under Section 5.4 above above, shall survive any such termination of this the Agreement, and the termination of this Agreement shall not release any other indemnity obligation of Buyer or any other obligations expressly provided in this Agreement which survive the termination of this Agreement.