Common use of Buyer’s Right to Terminate Clause in Contracts

Buyer’s Right to Terminate. At any time prior to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Exxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.

Buyer’s Right to Terminate. At any time prior to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Xxxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Exxxxxx Xxxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Exxxxxx Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.

Buyer’s Right to Terminate. At If any time prior to Parcel is deemed or treated as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Approval Date, Buyer has Purchase Price for all Parcels minus the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller Removed Parcel (the “Termination NoticeRemaining Parcels”). On ) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or before charges allocated to the end Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Due Diligence PeriodRemoved Parcel, if (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer is satisfied shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with its due diligence review respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the Properties and matters affecting the Properties and wishes to proceed with the acquisition other applicable terms of the Properties under this Agreement, Buyer shall give Seller written notice remain in full force and effect with respect to all Remaining Parcels. The provisions of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer Section 6.3.2 shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Exxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the Closing or earlier termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.

Buyer’s Right to Terminate. At any time In the event of a material breach hereunder by Seller prior to the Approval DateClosing Date of any Seller agreement, covenant, representation, or warranty hereunder, and the continuation of such breach without cure for a period of thirty (30) consecutive days following the date on which Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials shall have given to Seller as provided written notice of such breach, then Buyer may in the Section entitled “Conditions to Closing,” its discretion, by delivering a giving written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence PeriodSeller, if so long as Buyer is satisfied with its due diligence review not then in material breach hereunder, terminate this Agreement without cost, penalty, or liability on Buyer’s part of the Properties any kind and matters affecting the Properties without releasing Seller from any liability for such Seller breach, and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give be entitled to all legal and equitable relief that Buyer may have available against Seller. The rights conferred by the foregoing sentence shall not be exercised unless Buyer has given Seller thirty (30) days written notice of its approval the specific nature of its due diligence review such breach and Seller has failed to correct such breach within that period. Furthermore, in the event of the Properties and election to proceed under a breach or threatened breach by Seller of this Agreement (prior to the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence PeriodClosing Date, Buyer shall be deemed entitled to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Exxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination specific performance of this Agreement, without any requirement for Buyer to post bond or provide any other security, such requirement, if any, being hereby waived by Seller. If Buyer timely delivers its Approval Notice Finally, if Seller shall (i) file with respect to Seller or consent by answer or otherwise to the Exxxxxx Money filing against Seller of a petition for relief or reorganization or any other petition under the bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of Seller’s creditors or fail generally to pay Seller’s debts as they mature, (iii) consent to the appointment of a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, (iv) be dissolved or be adjudicated bankrupt or insolvent, or (v) take corporate action for the purpose of any of the foregoing or if a Governmental Body shall become non-refundable enter an order appointing, without consent by Seller, a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction with respect to Seller or any substantial part of Seller’s property, or ordering the dissolution, winding up, or liquidation of Seller, or if any petition for any such relief shall be filed against Seller, and such petition shall not be dismissed within thirty (30) days thereafter, then, upon or after the occurrence of any event described in this sentence, Buyer except may, in its sole discretion, by giving written notice of termination to Seller, terminate this Agreement without cost, penalty, or liability on Buyer’s part of any kind so long as specifically set forth herein. Buyer is not then in material breach hereunder, and Buyer shall not be entitled to all legal and equitable relief that Buyer may have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Noticeavailable against Seller.

Buyer’s Right to Terminate. At any time prior to Buyer shall not have the Approval Date, Buyer has the unqualified right to terminate this Agreement Contract (and obtain a full refund of the Exxxxxx MoneyDeposit shall not be refundable), subject to Buyer’s obligations to return Due Diligence Materials to Seller except as provided in Exhibit "M" or Section 5 herein or for an uncured material breach of a representation, warranty or covenant by Seller or in the event of a condemnation to the extent herein provided. Failure by Buyer to timely notify Seller of an Environmental Condition or an objection to an Additional Exception as provided in Exhibit "M" and Section entitled “Conditions 5 respectively during the Investigation Period shall be deemed a waiver of Buyer's rights to Closing,” by delivering a written notice of termination make any future objections with respect to Seller (the “Termination Notice”)same. On or before the end of the Due Diligence PeriodIf this Contract is not terminated as provided herein, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under except as expressly provided otherwise in this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeacknowledged that (a) BUYER HAS HAD THE FULL OPPORTUNITY TO MAKE SUCH INVESTIGATION OF THE CONDITION OF THE PROPERTY AS BUYER HAS DEEMED NECESSARY; (b) BUYER IS RELYING SOLELY UPON ITS OWN INVESTIGATION IN MAKING THE DECISION TO PURCHASE THE PROPERTY; AND (c) BUYER WILL ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, in which case this Agreement shall automatically terminate as of the end of the Due Diligence PeriodWITHOUT ANY OBLIGATION OF SELLER TO MAKE ANY REPAIRS OR RENOVATIONS TO THE PROPERTY, Buyer’s Exxxxxx Money shall immediately be returned to BuyerAND WITH NO REPRESENTATIONS OR WARRANTIES, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the PropertiesPROMISES, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matterCOVENANTS, or conditions or qualifies Buyer’s approval of its due diligence reviewAGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, shall be deemed to be a Termination NoticeWHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE.