Due Diligence/Termination Right. Purchaser shall have through the last day of the Inspection Period in which to (i) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (ii) obtain all necessary internal approvals, and (iii) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Title Company (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4, and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important.
Due Diligence/Termination Right. Purchaser shall have through 5:00 p.m. Dallas, Texas time on the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (b) obtain all necessary internal approvals, and (c) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the “Due Diligence Termination Notice”) prior to 5:00 p.m. Dallas, Texas time on the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “Hazardous Materials Condition”), then Purchaser shall be entitled to terminate this Agreement upon written notice to Seller delivered prior to the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If Purchaser does not timely give a Due Diligence Termination Notice or an Environmental Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4, and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important.
Due Diligence/Termination Right. Upon mutual execution of this Contract, Buyer shall have the right (i) to survey, inspect and investigate all aspects of the Property, including, without limitation, environmental and physical inspection(s) of the Property, zoning and development review, valuation, approval of the condition of the Property (the “Due Diligence Inspections”), (ii) to obtain the approval of all aspects of this transaction by Buyer and a special independent committee of the board of directors of Nu Skin Enterprises, Inc. (the “Board Special Committee”), which approval of Buyer and the Board Special Committee may be withheld in the exercise of their discretion, and (iii) to verify the availability of all consents, funds, financing, permits, approvals and/or other matters requiring the Board’s or third-party consent or approval necessary or deemed desirable by Buyer in connection with its planned acquisition, development and/or use of the Property. Buyer shall be allowed twenty (20) days from the date of this Contract (the “Due Diligence Period”) to review the Property Information, review Seller’s title to the Property as provided in Article IV, perform the Due Diligence Inspections and satisfy its due diligence concerns. If Buyer determines, in its sole but commercially reasonable opinion, that such due diligence matters are not acceptable to Buyer, Buyer may terminate this Contract by giving written notice of termination to Seller before the end of the Due Diligence Period, and identify to Seller the due diligence inspection information upon which Buyer’s determination is based. Buyer may also terminate this Contract by giving written notice of termination to Seller at any time within twenty (20) days of the date hereof in the event the Board Special Committee fails to approve the transaction, which approval may be withheld in the exercise of its discretion. Buyer and its agents and consultants shall be permitted reasonable access to the Property to perform the Due Diligence Inspections and shall hold Seller harmless from any physical condition of the Property and from any claim, loss or liability caused by Buyer or such agent or consultant to the extent arising from said inspections; provided, such indemnification shall not include any pre-existing condition of the Property except to the extent exacerbated by such entry. Buyer shall promptly repair any damage caused to the Property by Buyer’s Due Diligence Inspections. In the event Buyer terminates this Contract as provided i...
Due Diligence/Termination Right. Buyer shall have the right to terminate this Agreement by delivering written notice of termination to Seller at any time prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date if for any reason Buyer is not satisfied with its tests, inspections or investigations of the Property or for any other reason or for no reason at all. If Xxxxx decides in its sole and absolute discretion to proceed with the purchase and sale transaction described herein beyond the Due Diligence Expiration Date, Buyer shall deliver to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date a written notice electing to proceed with such transaction (the “Notice to Proceed”). If Buyer delivers its written notice of termination to Seller prior to 5:00 p.m. (Pacific Time) on the Due Diligence Expiration Date or fails to deliver its written Notice to Proceed to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date, this Agreement shall be deemed cancelled and of no further force or effect (except those provisions hereof which are expressly stated to survive termination) and the Escrow Agent shall return the Deposit less the Independent Contract Consideration to Buyer. If Buyer delivers its Notice to Proceed to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date, then Buyer shall be deemed to have waived such termination right set forth in this Section 5.1(h) and to have affirmatively and expressly approved and accepted, subject to the terms and conditions of this Agreement, the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions or any other matter which was or could have been inspected or examined by Buyer prior to the Due Diligence Expiration Date.
Due Diligence/Termination Right. Purchaser shall have the right to (i) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the "Property Documents") and the Property ------------------ and, in Purchaser's sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (ii) obtain all necessary internal approvals, and (iii) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the "Due Diligence Termination Notice") -------------------------------- on or before the last day of the Inspection Period. If Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and Purchaser shall be deemed to have ----------- acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important. Agreement of Purchase and Sale - (1111 Durham Ave., S. Plainfield, NJ) - Page 8 ----------------------------------------------------------------------
Due Diligence/Termination Right. Purchaser shall have until Closing in which to (a) examine, inspect, and investigate the Property Information (collectively, the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (b) obtain all necessary internal approvals, and (c) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Title Company (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.3.
Due Diligence/Termination Right. Purchaser shall have through the last day of the Inspection Period in which to (a) examine, inspect, and investigate the Property Information and any other information posted by Seller on the data site located at [***] (the “Data Site”) in connection with the transactions contemplated by this Agreement (the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, and (b) obtain all necessary internal approvals. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.3, Purchaser shall be deemed to have knowledge of all information contained in the Property Documents as of the expiration of the Inspection Period and in any Reports (as defined below), and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important.
Due Diligence/Termination Right. 41 ARTICLE X Indemnification
Due Diligence/Termination Right. This Agreement may ------------------------------- be terminated by Purchaser, if (i) any of the representations and warranties (without regard to any standards of materiality or Material Adverse Effect in such representation or warranty) of Seller contained in this Agreement fails to be true and correct in all material respects (it being agreed that a representation and warranty shall be deemed not to be true and correct in all material respects if the effect of such inaccuracy (A) would cause any item on the Balance Sheet set forth on Schedule 3.5 of the Company Disclosure Schedule to be misstated in an amount equal to or greater than $3,000,000 with respect to any individual item or to be inaccurate or misstated in amounts equal to or greater than $300,000 individually which aggregate at least $5,000,000 or (B) would cause any income statement or cash flow item for purposes of 1998 historical financial statements or any future annual period(s) to be inaccurate or misstated in an amount equal to or greater than $500,000 with respect to any individual item or to be inaccurate or misstated in amounts equal to or greater than $150,000 individually which aggregate at least $1,000,000); and (ii) Purchaser gives written termination notice to Seller within 21 days after the date hereof specifying in detail the reasons for such termination (under clause (i) above) (the "Due Diligence Termination Notice"). If the Due Diligence Termination -------------------------------- Notice is delivered to Seller in accordance with this Section 9.1, this Agreement shall automatically terminate 72 hours after such Due Diligence Termination Notice is received by Seller unless such Due Diligence Termination Notice is revoked by Purchaser prior to the expiration of such 72-hour period. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that if Purchaser does not terminate this Agreement pursuant to and in accordance with the provisions of this Section 9.1 after delivery of a Due Diligence Termination Notice to Seller, then Purchaser may not thereafter assert, or bring any claim for indemnification pursuant to Article X for a breach or an inaccuracy in any of the representations or warranties contained in Article III or a failure of any condition set forth in Article VII based upon or relating to any items identified in such Due Diligence Termination Notice.
Due Diligence/Termination Right. (a) At the expiration of the Due Diligence Period, this Agreement shall continue in full force and effect unless, prior to the expiration of the Due Diligence Period, Buyer shall have notified Seller and Escrow Agent in writing of Buyer’s election not to proceed with the acquisition of the Property (the “Buyer’s Termination Notice”).
