Common use of Due Diligence/Termination Right Clause in Contracts

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. 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 may determine, in Bxxxx’s sole discretion 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 whatsoever, on or before the Due Diligence Expiration Date, to proceed with the purchase of the Property, in which event Buyer shall deliver to Seller prior to 5:00 p.m. (Pacific time) on shall, by the Due Diligence Expiration Date a written notice electing Date, notify Seller and Escrow Agent in writing that Buyer has approved all of the matters described in Section 5.1 and elects to proceed with such transaction the acquisition of the Property (the “Notice to ProceedGo Forward Notice”). If Buyer delivers its written notice of termination fails to give Seller prior to and Escrow Agent the Go Forward Notice on or before 5:00 p.m. P.M. (Pacific Time) on the Due Diligence Expiration Date or fails Date, then Buyer shall be automatically deemed to deliver its written Notice have elected to Proceed to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Dateterminate this Agreement, 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 Consideration) to Buyer. If Buyer delivers its the Go Forward Notice to Proceed to Seller prior to 5:00 p.m. (Pacific timeTime) 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, accepted the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions or and any other matter which was or could have been inspected inspected, examined or examined determined by Buyer prior to the Due Diligence Expiration Date, except as otherwise provided herein.

Due Diligence/Termination Right. Buyer Purchaser shall have through the right 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 delivering giving 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 Escrow Agent (the “Notice to ProceedDue Diligence Termination Notice”)) on or before the last day of the Inspection Period. If Buyer delivers its written notice of termination Purchaser timely gives a Due Diligence Termination Notice, the Non-Refundable Deposit shall be immediately disbursed to Seller prior and the remaining balance of the Xxxxxxx Money shall be immediately returned to 5:00 p.m. (Pacific Time) on Purchaser, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If Purchaser does not timely give a 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 DateTermination Notice, this Agreement shall be deemed cancelled continue in full force 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 Dateeffect, then Buyer Purchaser shall be deemed to have waived such termination its right set forth in to terminate this Agreement pursuant to this Section 5.1(h) 4.5, and Purchaser shall be deemed to have affirmatively acknowledged that it has received or had access to all Property Documents and expressly approved conducted all inspections and acceptedtests of the Property that it considers important. If Purchaser timely gives a Due Diligence Termination Notice but does not deposit the Non-Refundable Deposit as required by Section 3.1, subject Purchaser shall be obligated to pay the Non-Refundable Deposit to Seller and Seller shall have the right to recover the Non-Refundable Deposit from Purchaser, anything herein 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 Datecontrary notwithstanding.

Due Diligence/Termination Right. Buyer shall have the right to terminate this Agreement at any time on or before 5:00 p.m. (California time) on the date (the "Due Diligence Termination Date") that is 30 calendar days after the Ground Lease Termination Date (subject to Section 3.2 above and Section 8.1 below) if, during the course of Buyer's due diligence investigations of the Property, Buyer determines, in Buyer's sole and absolute discretion, that Buyer does not want to purchase the Property. Buyer may exercise such termination right by delivering written notice a Notice of termination to Seller at any time prior to 5:00 p.m. and Escrow Agent (Pacific timea "Due Diligence Termination Notice") on or before the Due Diligence Expiration Date if for any reason Buyer is not satisfied with its tests, inspections or investigations Termination Date. Upon the timely delivery 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 such Due Diligence Expiration DateTermination Notice, (i) Escrow Agent shall immediately return to Buyer the Initial Deposit (plus any interest or dividends earned thereon), (ii) the parties shall deliver to Seller prior to 5:00 p.m. equally share the cancellation charges of Escrow Agent and Title Company, and (Pacific timeiii) 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 automatically terminate and be deemed cancelled and of no further force or effect (except those provisions and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which are that expressly stated to survive termination) and survives the Escrow Agent shall return the Deposit less the Independent Contract Consideration to Buyertermination of this Agreement. If Buyer delivers its Notice has timely delivered to Proceed Escrow Agent a Due Diligence Termination Notice, no notice to Escrow Agent from Seller prior shall be required for the return to 5:00 p.m. Buyer of the Initial Deposit (Pacific time) on plus any interest or dividends earned thereon). If Buyer does not exercise such termination by delivery of the Due Diligence Expiration Termination Notice on or before the Due Diligence Termination Date, then Buyer shall be deemed Buyer's right to have waived such termination right set forth in terminate this Agreement pursuant to 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 Dateshall automatically lapse.

Due Diligence/Termination Right. Buyer shall have until the right Due Diligence Termination Date to either: (i) terminate this Agreement (by delivering written notice of such termination to Seller at any time prior to 5:00 p.m. (Pacific timeEscrow Agent and Seller) 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 determines in its sole and absolute discretion that any of the Properties are not acceptable 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 in which are expressly stated to survive termination) and the case Escrow Agent shall return the Deposit less the Independent Contract Consideration to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any rights or obligations to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement); or (ii) notify Seller and Escrow Agent in writing ("Buyer's Diligence Objection Letter") of any objections that Buyer may have, in Buyer's sole and absolute discretion, regarding any Property. Buyer's Diligence Objection Letter, if any, shall include a description of each specific object ed cure for each objection. Seller shall have no obligation to cure or correct any matter objected to by Buyer. However, on or before the fifth (5th) day following Seller's receipt of Buyer's Diligence Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Agent ("Seller's Diligence Letter"), whether or not to cure (or cause to be cured) any matters objected to in Buyer's Diligence Objection Letter. If Seller timely elects to cure (or cause to be cured) any matters objected to in Buyer's Diligence Objection Letter, Seller may also elect in Seller's Diligence Letter to extend the Closing Date up to sixty (60) days to allow Seller a reasonable period of time to cure (or cause the cure of) such objections. If Seller fails to deliver Seller's Diligence Letter within the time frames set forth above, it shall be deemed to be an election by Seller not to cure (or cause to be cured) such objections. If Seller elects not to cure (or cause to b e cured) any such objections, then Buyer delivers its Notice to Proceed must elect, by delivering written notice of such election to Seller and Escrow Agent on or prior to 5:00 p.m. the fifth (Pacific time5th) day after Buyer's receipt of Seller's Diligence Letter, to: (a) terminate this Agreement (in which case Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any rights or obligations to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement); or (b) proceed to a timely Closing whereupon such objected to matters shall be deemed to be accepted by Buyer. In the event that Buyer fails to make such election on a timely basis (or Buyer fails to deliver either written notice of termination of this Agreement or Buyer's Diligence Objection Letter on or before the Due Diligence Expiration DateTermination Date in accordance with the terms hereof), then Buyer Bu yer shall be deemed to have waived such termination its right set forth in to terminate this Section 5.1(h) and to have affirmatively and expressly approved and accepted, subject Agreement pursuant to the terms and conditions of this Agreement, Section 4.1.2 and shall be deemed to have elected to proceed to a timely Closing in accordance with clause (b) of 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 Datepreceding sentence.