Termination During Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Due Diligence Period, that the Real Property is unacceptable for Buyer's purposes, Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination ("TERMINATION NOTICE") before the expiration of the Due Diligence Period, in which event the Transaction Deposit shall be immediately refunded to Buyer, the Performance Deposit shall be remitted to Seller, Buyer shall immediately return all Property Information to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice to Seller and Escrow Holder on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to be satisfied with all aspects of all the Real Property, including, without limitation, the condition and suitability of all the Real Property for Buyer's intended use, and Buyer shall be obligated to acquire the Real Property in accordance with the provisions of this Agreement. Buyer's delivery of a Termination Notice to Seller with respect to the Real Property shall constitute Buyer's election to terminate this Agreement with respect to the Real Property as provided above in this SECTION 4.3.3.
Termination During Due Diligence Period. If Buyer exercises its right to terminate this Agreement by written notice to Seller in accordance with Section 3 below, the Xxxxxxx Money Deposit shall be refunded to Buyer. If Buyer fails to exercise its right to terminate this Agreement by written notice to Seller within the Due Diligence Period, then the Xxxxxxx Money Deposit shall become non-refundable.
Termination During Due Diligence Period. If Purchaser determines, in its sole discretion, before the expiration of the Due Diligence Period that the Property is unacceptable for Purchaser's purposes in Purchaser's sole and absolute discretion, Purchaser shall have the right to terminate this Agreement by giving to Seller notice of termination before the expiration date of the Due Diligence Period (the "Termination Notice"). If Purchaser does not give a Termination Notice prior to the expiration of the Due Diligence Period, this Agreement shall continue in full force and effect. If the Termination Notice is delivered prior to the expiration of the Due Diligence Period, the Xxxxxxx Money shall be returned to Purchaser, and the parties shall have no further obligations under this Agreement except for those matters which are stated in this Agreement to survive the termination hereof. Notwithstanding the preceding sentence, if Purchaser fails to give the Termination Notice on or prior to September 6, 2011, but gives the Termination Notice prior to the expiration of the Due Diligence Period, then up to $50,000.00 of the Xxxxxxx Money (the "Xxxxxxx Money Holdback") shall not immediately be returned to Purchaser, but shall be available for reimbursement (the "Reimbursement") to Seller for the Eligible Costs. As used herein, the "Eligible Costs" shall mean the reasonable out-of-pocket costs and expenses incurred by Seller after the Date of this Agreement (a) to negotiate the loan documents and reimburse costs to perform other obligations necessary to preserve and be in a position to fund a possible loan with Unum Life Insurance Company to refinance the existing mortgage on the Property, and (b) in connection with said loan, to prepare, negotiate and file of record merger documents among each of the entities comprising Seller. Eligible Costs shall not include the reimbursement of costs for the performance of obligations that are necessary, desirable or appropriate for Seller to undertake independent of there being a possible loan with Unum Life Insurance Company, including, without limitation, fulfilling its obligations under the Leases and complying with applicable laws. To be entitled to all or any portion of the Xxxxxxx Money Holdback as a Reimbursement, Seller must by no later than thirty (30) days after Purchaser gives the Termination Notice submit to Purchaser a certificate on a form reasonably acceptable to Purchaser from Seller's property manager, Daymark Realty Advisors ("Daymark"), that Seller ha...
Termination During Due Diligence Period. If Buyer determines, in its sole discretion, that the Property is unacceptable for Buyer’s purposes, then Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination (“Termination Notice”) on or before the expiration of the relevant Due Diligence Period, in which event the Buyer shall immediately return (or confirm the destruction of) all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice or Acceptance Notice (as defined below) to Seller on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have elected to terminate this Agreement. Buyer’s delivery (or deemed delivery) of a Termination Notice to Seller with respect to the Property shall constitute Buyer’s election to terminate this Agreement with respect to the Property as provided above in this Paragraph 4.F.
Termination During Due Diligence Period. At any time prior to the expiration of the Initial Due Diligence Period, Purchaser or Purchaser’s attorney shall, by giving written notice to Seller and Escrow Agent, have the right, in its sole discretion, and with or without cause, to terminate this Agreement and receive the return of the Deposit, in which case the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. At any time prior to the expiration of the Extended Due Diligence Period (including as such may have been extended one time pursuant to the terms of Section 5.1), Purchaser or Purchaser’s attorney shall have the right, solely in the event of a failure of the Diligence Contingency (as hereinafter defined), to terminate the Agreement and receive the return of the Deposit by giving written notice to Seller and Escrow Agent specifying the reason for such termination, including the Diligence Contingency that has not been satisfied and the reasons therefor. If Purchaser terminates this Agreement pursuant to this Section 5.3, the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. In any such event, Purchaser shall be responsible for all reasonable termination charges of Escrow Agent.
Termination During Due Diligence Period. At any time prior to the expiration of the Initial Due Diligence Period (or the Extended Due Diligence Period but only as to those matters set forth in Sections 5.1(a) and (b)), Purchaser or Purchaser's attorney shall, by giving written notice to Seller and Escrow Agent, have the right, in its sole discretion, and with or without cause, to terminate this Agreement and receive the return of the Deposit, in which case the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. In any such event, Purchaser and Seller shall be equally responsible for any reasonable termination charges of Escrow Agent.
Termination During Due Diligence Period. If Buyer, in its sole discretion, elects to proceed with the purchase of the Property, then Buyer shall, before the end of the Due Diligence Period, notify Seller in writing that Buyer has elected not to terminate in accordance with this Section 2.3 (the “Approval Notice”) in the form attached hereto as Exhibit B. If Buyer fails to give Seller the Approval Notice prior to the expiration of the Due Diligence Period, then Buyer shall be deemed to have elected to terminate this Agreement, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or liabilities hereunder except as provided in Sections 2.2, 2.3, 6.5, and 10.2 of this Agreement. Buyer’s obligation to return the Property Information and repair any damage to the Property caused by Buyer or Buyer’s Agents shall survive the termination of this Agreement.
Termination During Due Diligence Period. If this Agreement is terminated by Buyer as permitted under this Article, during the Due Diligence Period, the Buyer’s Initial Deposits shall be refunded to Buyer, and neither party shall have any further right or remedy against the other under this Agreement. In such an event, Buyer and Seller each shall pay one-half of escrow cancellation fees and Seller shall pay the cost of the Preliminary Title Report.
Termination During Due Diligence Period. If HSRE determines, in its sole discretion, before the expiration of the Due Diligence Period that the Property is unacceptable for HSRE’s purposes, HSRE shall have the right to terminate this Agreement by giving to Extra Space written notice of termination before the expiration of the Due Diligence Period, and neither party shall have any further rights or liabilities hereunder except for those provisions which expressly survive the termination of this Agreement.
Termination During Due Diligence Period. If Buyer determines, in its sole and absolute discretion, before the expiration of the Due Diligence Period, that the Real Property is unacceptable for Buyer’s purposes, for any reason or no reason, Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination (“Termination Notice”) on or before the expiration of the Due Diligence Period, in which event the Deposit and all interest thereon shall be immediately refunded to Buyer, Buyer shall immediately return all Property Information to Seller (or destroy same) and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer determines to proceed with the purchase of the Property pursuant to the terms and subject to the conditions of this Agreement, then Buyer shall, on or prior to the end of the Due Diligence Period, so notify Seller and Escrow Holder in writing (an “Approval Notice”), in which case Buyer and Seller shall proceed to Closing in accordance with the terms and subject to the conditions of this Agreement. If Buyer fails to deliver to Seller and Escrow Holder an Approval Notice (or does deliver a Termination Notice) on or prior to the expiration of the Due Diligence Period pursuant to this Section, then Buyer shall be deemed to have elected to terminate this Agreement, in which event Buyer shall receive an immediate return of the Deposit, together with interest thereon, Buyer shall return (or destroy) all Property Information to Seller, and neither Buyer nor Seller shall have any further rights, obligations or liabilities under this Agreement, except for those that expressly survive the termination hereof.
