Common use of Closing Contingency Clause in Contracts

Closing Contingency. The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement: a. Buyer shall have until March 1, 1998 (the "Due Diligence Deadline") to conduct their financial and legal due diligence of the Company and the JAG Subsidiaries, which financial due diligence shall be conducted at the sole cost and expense of BAG and Sub. From the date hereof until the Due Diligence Deadline (the "Due Diligence Period"), the Stockholder, the Company, each JAG Subsidiary, and the officers, employees, agents and representatives of each, as applicable, shall make their best good faith effort to cooperate with BAG, Sub, and BAG and Sub's officers, employees, agents and representatives to enable BAG and Sub to conduct said due diligence, such cooperation to include, without limitation, the access described in Section 5.2 hereof. b. Buyer shall have the option to terminate this Agreement at any time on or before the Due Diligence Deadline if BAG's and/or Sub's due diligence reveals any matter or matters which, in the sole and absolute discretion of BAG and/or Sub, materially and adversely affect the valuation of the Company and the JAG Subsidiaries for purposes of the transactions contemplated hereby. c. In the event Buyer elects to terminate this Agreement pursuant to this Section 1.1, BAG and/or Sub shall provide notice of such election to the Stockholder on or prior to the Due Diligence Deadline, BAG and Sub shall pay to the Stockholder the Termination Fee in accordance with Section 8.3(c) hereof, and this Agreement shall terminate with the effect set forth in Section 8.3 hereof as of the date of such election notice. d. In the event Buyer does not elect to terminate this Agreement pursuant to this Section 1.1, or if BAG and/or Sub do not provide the election notice described in Section l.l(c) above to the Stockholder, then this Agreement shall remain in full force and effect (unless otherwise terminated in accordance with Article 8 hereof).