Waiver Notice. If for any or no reason Purchaser, in its sole and absolute discretion, is not satisfied with the items to be delivered by Seller to Purchaser under Article III, the results of such inspections, interviews, tests or audits or any other fact or situation with respect to the Property, then in such event Purchaser shall have the right to terminate this Contract prior to the expiration of the Review Period. If Purchaser fails, for any or no reason, to deliver Seller written notice unconditionally waiving this termination right on or before the end of the Review Period (the “Waiver Notice”), this Contract shall be deemed automatically terminated. Purchaser’s failure to deliver the Waiver Notice on or before expiration of the Review Period shall be deemed Purchaser’s election to terminate this Contract under this Section 4.02. If the Waiver Notice is timely given, the Xxxxxxx Money Deposit shall become nonrefundable to Purchaser (except in the event of a Seller’s default under this Contract and except as expressly provided in the Contract to the contrary) but remain a credit against the Purchase Price at Closing.
Appears in 3 contracts
Samples: Amended and Restated Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.), Purchase Agreement (Carter Validus Mission Critical REIT II, Inc.), Purchase Agreement (Carter Validus Mission Critical REIT, Inc.)
Waiver Notice. If for any or no reason Purchaser, in its sole and absolute discretion, is not satisfied with the items to be delivered by Seller to Purchaser under Article III, the results of such inspections, interviews, tests or audits or any other fact or situation with respect to the Property, then in such event Purchaser shall have the right to terminate this Contract prior to the expiration of the Review PeriodContract. If Purchaser fails, for any or no reason, to deliver Seller written notice (the “Waiver Notice”) unconditionally waiving this termination right on or before the end of the Review Period (the “Waiver Notice”)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. If Following the Waiver Notice is timely givenexpiration of the Review Period, if this Contract has not been terminated, the Xxxxxxx Money Deposit shall become nonrefundable be non-refundable to Purchaser (except in the event of a Seller’s default under unless Purchaser terminates this Contract and except as under a Contract provision allowing it to do so which expressly provided in the Contract provides that Purchaser is entitled to the contrary) Xxxxxxx Money Deposit, but remain a credit against shall be applicable to the Purchase Price at Closing.
Appears in 1 contract
Samples: Purchase Agreement (Carter Validus Mission Critical REIT, Inc.)
Waiver Notice. If for any or no reason Purchaser, in its sole and absolute discretion, is not satisfied with the items to be delivered by Seller to Purchaser under Article III, with the results of such inspections, interviews, tests or audits or with any other fact or situation with respect to the Property, the LTCH or the MOB, then in such event event, Purchaser shall have the right to terminate this Contract prior to the expiration of the Review PeriodAgreement. If Purchaser fails, for any or no reason, to deliver Seller to Owner and Operator written notice unconditionally (the “Waiver Notice”) waiving this termination right on or before the end of the Review Period (which waiver may be subject to conditions as mutually agreed by the “Waiver Notice”parties), this Contract Agreement shall be deemed automatically terminated, and the Seller Parties shall have no further obligation or liability hereunder, and the full amount of the DD Deposit shall be promptly refunded by Purchaser to the Seller Parties. 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 Agreement under this Section 4.02. If the Waiver Notice is timely given, the Xxxxxxx Money Deposit shall become nonrefundable to Purchaser (except in the event of a Seller’s default under this Contract and except as expressly provided in the Contract to the contrary) but remain a credit against the Purchase Price at Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (MedEquities Realty Trust, Inc.)