Board Consent. The obligation of each of Cedar and Homburg to consummate the Transactions contemplated hereby shall be conditioned upon receipt of the approval of the board of directors of CSCI, the general partner of Cedar, to the transactions contemplated by this Agreement (“Board Consent”). Notwithstanding the foregoing, Cedar shall endeavor to obtain Board Consent on or before the date that is forty-five (45) days following the date hereof (the “Consent Deadline”); provided, however, that in the event that Cedar fails to obtain the Board Consent on or prior to the Consent Deadline, and until such time as Cedar shall obtain such Board Consent, Homburg may terminate this Agreement upon five (5) Business Days written notice to Cedar, whereupon the Deposit shall be promptly returned to Homburg and this Agreement and the obligations of the parties hereunder shall terminate (and no party shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement).
Appears in 2 contracts
Sources: Purchase Agreement (Cedar Shopping Centers Inc), Purchase Agreement (Cedar Shopping Centers Inc)