Disapproved Matters Clause Samples
The Disapproved Matters clause defines specific actions, decisions, or transactions that require prior approval from a designated party, often a majority or key stakeholder, before they can proceed. In practice, this clause typically lists certain business activities—such as incurring significant debt, entering into major contracts, or making structural changes to the company—that cannot be undertaken without explicit consent. Its core function is to protect the interests of stakeholders by ensuring that critical or potentially risky decisions are subject to oversight and cannot be made unilaterally.
Disapproved Matters. (i) For a period commencing on the Effective Date and ending on April 29, 2005 (the “Title Review Period”), Buyer shall have the right, by written notice to Seller (a “Disapproval Notice”), to disapprove any matter relating to title of the Property.
(ii) If any material matter relating to title of the Property first arises after the expiration of the Title Review Period, and is not created or caused by Buyer, then Buyer shall have the right to disapprove such matter by delivering a Disapproval Notice to Seller within five (5) days after Buyer first becomes aware of such matter.
(iii) All matters relating to title to the Property to which Buyer objects pursuant to Section 3.3(a)(i) or 3.3(a)(ii) above shall be referred to as “Disapproved Matters.” All matters relating to title to the Property which are not Disapproved Matters shall be deemed approved by Buyer.
Disapproved Matters. Except to the extent that Seller, as of the Second Amendment Date, (i) may already have caused the Title Company and/or the Surveyor to remove from the Commitments and/or the Surveys any Disapproved Matter raised as an objection in Buyer’s written notice (dated October 14, 2005) under Section 3(b) of the Original Agreement (the “Disapproved Matters Notice”), or (ii) may have obtained one or more endorsements to the pertinent Commitment(s) providing affirmative title insurance coverage insuring against the effect of any such Disapproved Matter, Buyer hereby expressly waives Buyer’s right further to object to any Uncured Title Matters or Missing Endorsements listed in the Disapproved Matters Reply, or to object to Seller’s efforts to remove, cure, or insure over any of the same. Further, Buyer agrees (i) that (with only the limited exceptions produced by Seller’s past efforts, as enumerated under (i) and (ii), above, of this Section 2(c)) all such Uncured Title Matters shall be Permitted Encumbrances under the Purchase Agreement, and (ii) that Seller shall not be in default of any covenant or obligation under the Purchase Agreement if Seller shall deliver the Title Policies without the Missing Endorsements. Notwithstanding the foregoing, however, Seller hereby agrees that, as provided in Section 3(b)(2) of the Original Agreement, Seller shall continue, prior to the Closing Date, to use good faith efforts to assist Buyer in addressing and resolving any Uncured Title Matters or Missing Endorsements that are listed in the Disapproved Matters Reply and that yet remain outstanding; provided, however, that Seller shall not have any obligation to expend any monies to so assist Buyer, and that Seller shall not, as a result of its agreement to so assist Buyer, be required actually to resolve, procure affirmative insurance over, or procure an Endorsement over, any Uncured Title Matters or Missing Endorsements listed in the Disapproved Matters Reply.
Disapproved Matters. (i) For the period commencing on the Effective Date and ending on May 2, 2016 (the “Title Review Period”) Buyer shall have the right, by written notice to Seller (a “Disapproval Notice”), to disapprove any matter relating to title of the Property.
(ii) If any material matter relating to title of the Property first arises after the expiration of the Title Review Period, and is not created or caused by Buyer (a “Subsequent Title Matter”), then Buyer shall have the right to disapprove such matter by delivering a Disapproval Notice to Seller within five (5) days after Buyer first becomes aware of such matter.
(iii) All matters relating to title to the Property to which Buyer objects pursuant to Section 3.3(a)(i) or 3.3(a)(ii) above shall be referred to as “Disapproved Matters.” All matters relating to title to the Property which are not either Disapproved Matters or matters which Seller is obligated to cure pursuant to Section 3.3(b) below shall be deemed approved by Buyer.
Disapproved Matters. Within thirty (30) calendar days following the Effective Date, City will notify Donor and Escrow Holder in writing of any objections to the status of title as disclosed by the Title Report (“Disapproval Notice”). Any title matters included in City’s Disapproval Notice will constitute “Disapproved Matters” under this Agreement. Those title exceptions not constituting Disapproved Matters, other than Monetary Liens, will be deemed Permitted Exceptions.