Buyer’s Approval, Disapproval or Waiver of Conditions. Prior to Closing Buyer shall notify Seller and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.1 have not been satisfied or waived by Buyer; provided, however, that if any of the conditions set forth in Sections 5.1.3, 5.1.4 or 5.1.5 have not been satisfied as a result of any act or omission of Buyer or any Affiliate of Buyer, then Buyer shall not be entitled to disapprove such condition, but rather the same shall, following any applicable notice and cure period pursuant to Section 7.2 below, constitute a default by Buyer hereunder. In the event that Buyer is not entitled to disapprove a condition or Buyer fails to approve, disapprove or waive such condition, if applicable, within the time and in the manner herein specified, then such condition shall be deemed conclusively satisfied or waived by Buyer and thereafter shall not be a condition precedent to the performance by Buyer of its respective obligations hereunder.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Emeritus Corp\wa\), Purchase and Sale Agreement (Emeritus Corp\wa\), Purchase and Sale Agreement (Emeritus Corp\wa\)
Buyer’s Approval, Disapproval or Waiver of Conditions. Prior to Closing Buyer shall notify Seller Sellers and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.1 have not been satisfied or waived by Buyer; provided, however, that if any of the conditions set forth in Sections 5.1.3, 5.1.4 or 5.1.5 have not been satisfied as a result of any act or omission of Buyer or any Affiliate of Buyer, then Buyer shall not be entitled to disapprove such condition, but rather the same shall, following any applicable notice and cure period pursuant to Section 7.2 below, constitute a default by Buyer hereunder. In the event that Buyer is not entitled to disapprove a condition or Buyer fails to approve, disapprove or waive such condition, if applicable, within the time and in the manner herein specified, then such condition shall be deemed conclusively satisfied or waived by Buyer and thereafter shall not be a condition precedent to the performance by Buyer of its respective obligations hereunder.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Emeritus Corp\wa\), Purchase and Sale Agreement (Emeritus Corp\wa\), Purchase and Sale Agreement (Emeritus Corp\wa\)
Buyer’s Approval, Disapproval or Waiver of Conditions. Prior On or before 5:00 p.m., Pacific Standard Time, on the day the Contingency Period expires, Buyer shall approve, disapprove or waive each of the conditions set forth in Section 5.1.1.1(a), 5.1.1.1(c), 5.1.1.2, 5.1.1.3 and 5.1.1.4 by delivery of a reasonably detailed writing with respect to each such condition to Seller and Escrow Holder, including the specific grounds for disapproval thereof. In addition, prior to Closing Buyer shall notify Seller and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.1 5.1.2 have not been satisfied or waived by Buyer; provided, however, that if any either of the conditions set forth in Sections 5.1.3, 5.1.4 5.1.2.3 or 5.1.5 5.1.2.4 have not been satisfied as a result of any act or omission of Buyer or any Affiliate of Buyer, then Buyer shall not be entitled to disapprove such condition, but rather the same shall, following any applicable notice and cure period pursuant to Section 7.2 below, constitute a default by Buyer hereunder. In the event that Buyer is not entitled to disapprove a condition or Buyer fails to approve, disapprove or waive such condition, if applicable, within the time and in the manner herein specified, then such condition shall be deemed conclusively satisfied or waived by Buyer and thereafter shall not be a condition precedent to the performance by Buyer of its respective obligations hereunder.
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