Common use of Contingency Removal Clause in Contracts

Contingency Removal. Buyer shall have the right to terminate this Agreement, in Buyer’s sole and absolute discretion and receive immediate return of the Deposit, by giving written notice to Seller with a copy to Escrow Agent, at any time prior to the end of the Inspection Period, stating Buyer desires to terminate the Agreement. In addition, this Agreement shall terminate automatically, without need of any notice from Buyer, unless, prior to the end of the Inspection Period, Buyer gives written notice (the “Election Not to Terminate”) to Seller stating the Inspection Condition has been satisfied or is waived and Buyer has elected not to allow this Agreement to be terminated as otherwise provided for in this Section 5.4. If Buyer does not deliver an Election Not to Terminate to Seller by the end of the Inspection Period, then this Agreement shall terminate without requirement of notice from either Party, Buyer shall have no further right, title or interest in or to the Property, and the Deposit shall be returned to Buyer. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Seller and Buyer. Except with respect to the Disapproved Matters (as defined below), an Election Not to Terminate, if given, must state unequivocally and without qualification that the Inspection Condition is satisfied or waived. Except with respect to the Disapproved Matters, a conditional, qualified or equivocal notice, or a notice purporting to state conditions or terms on which Buyer may or may not waive the Inspection Condition shall not constitute an Election Not to Terminate for purposes of this Section 5.4. Seller and Buyer hereby acknowledge and agree that, concurrently with the execution and delivery of this Agreement by Seller and Buyer, Buyer is also delivering to Seller Buyer’s Election Not to Terminate pursuant to this Section 5.4. Notwithstanding the provisions of the last two sentences of the immediately preceding paragraph of this Section 5.4, Buyer has advised Seller in writing that there are certain matters concerning the Property and Buyer’s review thereof that are disapproved by Buyer (collectively, the “Disapproved Matters”), all of which are identified on Exhibit “K” attached hereto. Seller hereby covenants and agrees to take, on or before the date of Closing, the actions specified on Exhibit “K” with respect to each Disapproved Matter listed thereon, which actions Buyer hereby accepts as sufficient cure as to the Disapproved Matters. Accordingly, Buyer’s delivery of the Election Not to Terminate is given in reliance on and conditioned on Seller’s agreement to take the actions specified on Exhibit “K” as to the Disapproved Matters. In the event Seller fails to complete, on or before the date of Closing all of the actions described on Exhibit “K” as to the Disapproved Matters, Buyer shall be entitled to terminate this Agreement and exercise the remedies set forth in Section 15.1.1 hereof.