Withdrawn Property Notice Clause Samples

Withdrawn Property Notice. Prior to the Outside Closing Date with respect to any Property (and for the avoidance of doubt, in no case after a Closing for such Property has occurred), if (i) with respect to any individual Seller or any individual Property, the conditions set forth in Section 6.1 are not satisfied and such failed condition is not by reason of a Seller’s default or Purchaser’s default, (ii) a “Major” loss (as defined in Section 5.5) has occurred at a Property, (iii) Sellers have elected to cure or remove an Objection in a Seller’s Updated Title Notice but are unable to cure or remove such Objection on or before the applicable Closing Date, or (iv) Seller commits a willful and deliberate breach of this Agreement as to one or more additional Properties for the purpose of preventing a Closing from occurring as to such Property(ies) (each such Property, an “Intentional Breach Property”), then Purchaser, as its sole remedy (except as set forth in Section 5.5), may notify the applicable Seller, in writing (a "Withdrawn Property Notice"), that it designates such Property a potential "Withdrawn Property" on or before the earlier of (x) five (5) business days after learning of same and (b) prior to the applicable Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, no more than two (2) Withdrawn Property Notices may be delivered in the aggregate; provided, however, that (a) Pool B Properties which are deemed to be Withdrawn Properties pursuant to the terms of Section 6.2.3, (b) Intentional Breach Properties, and (c) the Charleston SSA Property if the GSA elects to purchase such Property pursuant to the GSA’s right of first refusal or GSA does not approve Purchaser as the purchaser of the Charleston SSA Property, shall not count towards such two (2) Withdrawn Property limit. For the avoidance of doubt, no Withdrawn Property Notice may be delivered after a Closing or Closings have occurred with respect to such Property, and the delivery of any Withdrawn Property Notice shall not have any effect on such prior Closing or Closings. If Purchaser fails to timely deliver a Withdrawn Property Notice with respect to a potential “Withdrawn Property”, then (x) such Property shall be purchased by Purchaser on the applicable Closing Date, subject to all terms and conditions of this Agreement and except as expressly set forth in Section 5.5, there shall be no liability on the part of any Seller for breaches or occurrences that gave rise to Purchaser’s right to h...
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Related to Withdrawn Property Notice

  • Title Objections In the event Buyer’s Title Binder, as updated to closing, or Buyer’s Survey identifies any title exceptions or defects in title of which Buyer does not approve or which render title unmarketable or which unreasonably interferes with Buyer’s intended use of the Property (“Title Objections”), Buyer shall notify Seller (the “Title Report Objection Notice”) and Seller shall elect by written notice to Buyer (“Seller’s Disposition Notice”) within five (5) business days of a Title Report Objection Notice whether to correct such defects prior to Closing. If Seller fails to deliver the Seller’s Disposition Notice to Buyer within five (5) business days of receipt a Title Report Objection Notice, Seller shall be deemed to have objected affirmatively to all matters set forth in the Title Report Objection Notice and the same shall constitute Seller’s refusal to correct, on or before the date of Closing, all title matters to which Buyer objected in the Title Report Objection Notice, subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2. In the event Seller cannot correct such defects by Closing or chooses not to correct such defects subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2, then Buyer may accept title as is without abatement or reduction of Purchase Price or Buyer may cancel this Agreement upon notice to Seller and receive a full refund of the Deposit. Upon delivery of Buyer’s notice canceling this Agreement, this Agreement shall thereupon be deemed canceled and become void and of no further effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except for those provisions herein which by their terms expressly survive. Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Buyer have any right of action against Seller therefor, at law or in equity, provided, however, that, notwithstanding anything to the contrary contained herein, Seller shall remove or cause to be removed of record (i) the lien of any mortgage, security agreement, financing statement or any other instrument which evidences or secures indebtedness and affects the Property and (ii) any other liens or encumbrances against the Property, including without limitation mechanics liens, which were not caused by the acts or omissions of Buyer, its agents, contractors or representatives and which can be cured by the payment of money in liquidated amounts.

  • Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:

  • Funding Notice Administrative Agent shall have received a fully executed and delivered Funding Notice.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Environmental Notice Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.