Common use of Seller’s Approval, Disapproval or Waiver of Conditions Clause in Contracts

Seller’s Approval, Disapproval or Waiver of Conditions. Prior to the Closing, Seller shall notify Buyer and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.4 have not been satisfied or waived by Seller; provided, however, that if any of the conditions set forth in Sections 5.4.2 , 5.4.3 or 5.4.4 have not been satisfied as a result of any act or omission of Seller or any Affiliate of Seller, then Seller 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 Seller hereunder. In the event that Seller is not entitled to disapprove a condition or Seller fails to approve, disapprove or waive such condition, if applicable, prior to the Closing, then such condition shall be deemed conclusively satisfied or waived by Seller and thereafter shall not be a condition precedent to the performance by Seller of its 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\)

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Seller’s Approval, Disapproval or Waiver of Conditions. Prior to the Closing, Seller Sellers shall notify Buyer and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.4 have not been satisfied or waived by SellerSellers; provided, however, that if any of the conditions set forth in Sections 5.4.2 , 5.4.3 or 5.4.4 have not been satisfied as a result of any act or omission of Seller Sellers or any Affiliate of SellerSellers, then Seller Sellers 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 Seller Sellers hereunder. In the event that Seller is Sellers are not entitled to disapprove a condition or Seller fails Sellers fail to approve, disapprove or waive such condition, if applicable, prior to the Closing, then such condition shall be deemed conclusively satisfied or waived by Seller Sellers and thereafter shall not be a condition precedent to the performance by Seller Sellers of its their 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\)

Seller’s Approval, Disapproval or Waiver of Conditions. Prior to the Closing, Seller shall notify Buyer and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.4 have not been satisfied or waived by Seller; provided, however, that if any either of the conditions set forth in Sections 5.4.2 , or 5.4.3 or 5.4.4 have not been satisfied as a result of any act or omission of Seller or any Affiliate of Seller, then Seller 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 Seller hereunder. In the event that Seller is not entitled to disapprove a condition or Seller fails to approve, disapprove or waive such condition, if applicable, prior to the Closing, then such condition shall be deemed conclusively satisfied or waived by Seller and thereafter shall not be a condition precedent to the performance by Seller of its respective obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emeritus Corp\wa\)

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Seller’s Approval, Disapproval or Waiver of Conditions. Prior to the Closing, Seller Sellers shall notify Buyer Buyers and Escrow Holder in writing in the event that as of the date of Closing, any of the conditions set forth in Section 5.4 have not been satisfied or waived by SellerSellers; providedto the extent such condition can be satisfied and the failure thereof cured by the payment of money, however, that if any Buyers may cure such failure by the payment of the conditions required amounts within two (2) business days following Buyers’ receipt of notice from Sellers and upon Buyers’ payment thereof, Sellers’ disapproval of such condition as set forth in Sections 5.4.2 , 5.4.3 or 5.4.4 have not been satisfied as a result of any act or omission of Seller or any Affiliate of Seller, then Seller its notice 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 Seller hereunderdeemed withdrawn. In the event that Seller is not entitled to disapprove a condition or Seller fails Sellers fail to approve, disapprove or waive such condition, if applicable, prior to the Closing, then such condition shall be deemed conclusively satisfied or waived by Seller Sellers and thereafter shall not be a condition precedent to the performance by Seller Sellers of its their respective obligations hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Assisted Living Concepts Inc)

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