Common use of Termination Right Clause in Contracts

Termination Right. If Buyer in its sole discretion is not satisfied with the results of its due diligence review of the Seller Property Documents or the Inspections, then Buyer shall have the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on the Due Diligence Period Expiration Date, of Buyer’s election not to proceed with the consummation of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived.

Termination Right. If Buyer in its sole discretion is not satisfied with If, on or before the results of its due diligence review expiration of the Seller Due Diligence Period, Purchaser shall determine that it no longer intends to acquire the Property Documents for any reason or the Inspectionsno reason, and in Purchaser’s sole discretion, then Buyer Purchaser shall have promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on date that the Due Diligence Period Expiration Dateshall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Buyer’s election not Seller being required and notwithstanding any instructions to proceed with the consummation contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the purchase parties hereunder shall terminate (and sale transaction contemplated by no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. Upon receipt by Seller of a Due Diligence In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or prior to before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period Expiration Dateshall expire, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and voidTIME BEING OF THE ESSENCE, and Seller and Buyer Purchaser shall be released and discharged from all further obligation and liability under this Agreement, except as deemed to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises have waived its right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents 4.2.2 and to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for have agreed that it intends to proceed with the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant acquisition of the rights and options contained herein. The Independent Consideration shall not be applied to Property without a reduction in, or an abatement of or credit against, the Purchase Price at Closing. The Parties acknowledge and agree that (and, thereafter, Purchaser shall have no further right to terminate this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions pursuant to Closing are satisfied or waivedthis Section 4.2.2).

Termination Right. If Buyer Prior to the Closing, this Agreement may be terminated and the transactions contemplated hereby abandoned by Seller, on the one hand, or by Buyer, on the other hand, if: (a) there is or has been a misrepresentation or breach by one party (but not the other) of any of the representations and warranties contained herein, or of the timely performance and satisfaction of any of the covenants, agreements or conditions contained herein, such that the closing conditions in its sole discretion Section 9 with respect to Seller or the closing conditions in Section with respect to Buyer, respectively, are incapable of fulfillment, provided the terminating party is not satisfied with the results in breach itself; (b) any Governmental Authority of its due diligence review of the Seller Property Documents or the Inspections, then Buyer competent jurisdiction shall have the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇issued any judgment, D.C.injunction, time on the Due Diligence Period Expiration Dateorder or decree prohibiting, of Buyer’s election not to proceed with enjoining or otherwise restraining the consummation of the purchase Transaction and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on such judgment, injunction, order or prior to decree shall have become final and nonappealable; provided, however, that the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right party seeking to terminate this Agreement pursuant to this Section 5.43.3(b) shall have used commercially reasonable efforts to remove such judgment, Buyer shall promptly return Seller’s Property Documents to Seller and destroy injunction, order or decree; (c) any copies thereof retained statute, rule, regulation or executive order is promulgated or enacted by ▇▇▇▇▇. As independent consideration for any Governmental Authority after the execution and delivery date of this AgreementAgreement which prohibits the consummation of the transactions contemplated herein; (d) there has been any circumstance, and change in addition or effect (A) resulting in a material adverse effect on Buyer’s assets (including intangible assets), financial condition, property or business as now conducted or proposed to any other consideration provided hereinbe conducted, ▇▇▇▇▇ has paid to Seller or (B) resulting in a Material Adverse Effect on the sum of One Hundred Dollars Assets, in each case, so long as such circumstance, change or effect occurred on or before the Closing Date; ($100.00e) the Closing shall not have occurred on or before September 7, 2010 (the “Independent ConsiderationOutside Date”); provided, however, that the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of right to terminate this Agreement and the grant of the rights and options contained herein. The Independent Consideration under this Section 3.3(e) shall not be applied available to the Purchase Price at Closing. The Parties acknowledge and agree that any party whose failure to fulfill any obligation under this Agreement is binding has been a principal cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; or (f) both parties agree in writing, duly authorized by the Managers and enforceable regardless Board of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedDirectors, respectively, of Seller and Buyer.

Termination Right. If Buyer in its sole discretion is not satisfied with (a) On or before the results of its due diligence review expiration of the Seller Property Documents or the InspectionsDue Diligence Period, then Buyer shall have the right to terminate this Agreement by providing Seller with deliver written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. to Sellers stating either (i) that Buyer elects to terminate this Agreement, in which event Sellers shall direct the Escrow Agent to return the E▇▇▇▇▇▇▇▇▇▇▇ Money to Buyer and no party shall have any further rights or obligations under this Agreement (except for provisions hereof that are expressly stated to survive a termination of this Agreement), D.C., time on the Due Diligence Period Expiration Date, of Buyer’s election or (ii) that Buyer elects not to proceed with the consummation of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as in which event (A) Buyer shall thereupon be deemed to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its have waived any right to terminate this Agreement pursuant to the provisions of this Section 5.4, Buyer 7.2(a) and this Agreement shall promptly return Seller’s Property Documents to Seller continue in full force and destroy any copies thereof retained by effect in accordance with its terms and (B) the E▇▇▇▇▇▇ Money shall thereupon become nonrefundable, except as expressly specified in this Agreement. As independent consideration for The failure of Buyer to deliver any Diligence Notice to Sellers by the execution and expiration of the Due Diligence Period shall be deemed to be the delivery of a Diligence Notice by Buyer under clause (ii) above. For the avoidance of doubt, Buyer’s right to terminate this AgreementAgreement pursuant to clause (i) above shall be made at the sole discretion of Buyer and for any or no reason, and Sellers shall have no right of objection. Furthermore, a Diligence Notice delivered pursuant to clause (i) above shall terminate this Agreement with respect to all of the Properties (Buyer having no right or option to terminate this Agreement with respect to certain Properties and leave this Agreement in addition effect with respect to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”remaining Property or Properties), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and Time shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights essence with respect to Buyer’s right and options contained herein. The Independent Consideration obligation to deliver the Diligence Notice. (b) Buyer hereby agrees that in the event Buyer delivers (or is deemed to have delivered) a Diligence Notice under clause (ii) of Section 7.2(a) the same shall not be applied constitute an acknowledgment that Sellers have given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Assets and all files and information in Sellers’ possession that Buyer deems material to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless purchase of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedthe Assets.

Termination Right. If Buyer in its sole discretion is not satisfied with If, on or before the results of its due diligence review expiration of the Seller Property Documents or Due Diligence Period, based upon the InspectionsInvestigations and/or the Information, Purchaser shall determine that Purchaser intends to acquire the Property, then Buyer Purchaser shall have promptly notify Seller of such determination in writing on or before the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on expiration of the Due Diligence Period Expiration Date(such notice being herein called the “Approval Notice”), and, in connection therewith, Purchaser shall be required to deliver the Additional Deposit to Escrowee in accordance with Section 3.1.2. If Purchaser shall deliver the Approval Notice to Seller, and the Additional Deposit to Escrowee, on or before the expiration of Buyer’s election not the Due Diligence Period, then Purchaser shall be deemed to have agreed that the foregoing matters are acceptable to Purchaser, including, that the Property and its physical condition, zoning and land use approvals and restrictions, and all systems, utilities, and access rights pertaining to the Property are suitable for Purchaser, and that Purchaser intends to proceed with the consummation acquisition of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller Property without a reduction in, or an abatement of a Due Diligence Termination Notice on or prior to credit against, the Due Diligence Period Expiration DatePurchase Price (and, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement thereafter, Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.44.2.2 and, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of except as expressly provided otherwise in this Agreement, and in addition the Deposit shall be nonrefundable to any other consideration provided herein, ▇▇▇▇▇ has paid Purchaser). If Purchaser shall fail to deliver an Approval Notice to Seller on or before the sum expiration of One Hundred Dollars ($100.00) (the “Independent Consideration”)Due Diligence Period or shall fail to deliver the Additional Deposit to Escrowee in accordance with Section 3.1.2, the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and TIME BEING OF THE ESSENCE, Purchaser shall be retained by Seller as consideration for Seller’s execution of deemed to have elected to terminate this Agreement and the grant shall receive a refund of the rights Initial Deposit immediately upon Purchaser’s written demand therefor to Escrowee, without any further action or instruction by Seller, and options contained herein. The Independent Consideration the obligations of the parties hereunder shall not be applied to terminate (and no party hereto shall have any further obligations in connection herewith except for the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedSurviving Obligations).

Termination Right. If Buyer in its sole discretion is not satisfied with (a) On or before the results of its due diligence review expiration of the Seller Property Documents or the InspectionsDue Diligence Period, then Buyer shall have the right to terminate this Agreement by providing Seller with deliver written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. to Seller stating either (i) that Buyer elects to terminate this Agreement, in which event Seller shall direct the Escrow Agent to return the ▇▇▇▇▇▇▇▇▇▇▇ Money to Buyer and neither party shall have any further rights or obligations under this Agreement (except for provisions hereof that are expressly stated to survive a termination of this Agreement), D.C., time on the Due Diligence Period Expiration Date, of Buyer’s election or (ii) that Buyer elects not to proceed with the consummation of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as in which event (A) Buyer shall thereupon be deemed to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its have waived any right to terminate this Agreement pursuant to the provisions of this Section 5.4, Buyer 7.2(a) and this Agreement shall promptly return Seller’s Property Documents to Seller continue in full force and destroy any copies thereof retained by effect in accordance with its terms and (B) the ▇▇▇▇▇▇▇ Money shall thereupon become nonrefundable, except as expressly specified in this Agreement. As independent consideration for The failure of Buyer to deliver any Diligence Notice to Seller by the execution and expiration of the Due Diligence Period shall be deemed to be the delivery of a Diligence Notice by Buyer under clause (ii) above. For the avoidance of doubt, Buyer’s right to terminate this AgreementAgreement pursuant to clause (i) above shall be made at the sole discretion of Buyer and for any or no reason, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum shall have no right of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Sellerobjection. The Independent Consideration is non-refundable under any circumstances and Time shall be retained of the essence with respect to Buyer’s right and obligation to deliver the Diligence Notice. (b) Buyer hereby agrees that in the event Buyer delivers (or is deemed to have delivered) a Diligence Notice under clause (ii) of Section 7.2(a) the same shall constitute an acknowledgment that Seller has given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Asset and all files and information provided or made available to Buyer by Seller as consideration for Seller’s execution of this Agreement and that Buyer deems material to the grant purchase of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedAsset.

Termination Right. If Buyer in its sole discretion is not satisfied with If, on or before the results of its due diligence review expiration of the Seller Property Documents Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine that it no longer intends to acquire the Project Assets for any reason or the Inspectionsfor no reason at all, then Buyer Purchaser shall have promptly notify Sellers of such determination in writing on or before the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on expiration of the Due Diligence Period Expiration Date(such notice being herein called the “Termination Notice”), whereupon, the Initial Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of Buyer’s election not the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). If Purchaser shall fail to deliver the Termination Notice to Sellers on or before the expiration of the Due Diligence Period, then Purchaser shall be deemed to have agreed that the foregoing matters are acceptable to Purchaser and that it intends to proceed with the consummation acquisition of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller Project Assets without a reduction in, or an abatement of a Due Diligence Termination Notice on or prior to credit against, the Due Diligence Period Expiration DatePurchase Price (and, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement thereafter, Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.44.2.2) and, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration except as expressly provided otherwise herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and Deposit shall be retained by Seller as consideration for Seller’s execution of nonrefundable to Purchaser. Notwithstanding anything to the contrary in this Section 4.2, if this Agreement has not been terminated, Purchaser shall continue to have the right to access the Project Assets and to perform Investigations following the grant expiration of the rights and options contained herein. The Independent Consideration shall not be applied to Due Diligence Period provided Purchaser complies with the Purchase Price at Closing. The Parties acknowledge and agree that requirements set forth in this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedrelating thereto.

Termination Right. If Buyer If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine (in its sole discretion is not satisfied with and absolute discretion) that it no longer intends to acquire the results of its due diligence review of the Seller Property Documents or the Inspectionsfor any reason, then Buyer Purchaser shall have promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on date that the Due Diligence Period Expiration Dateshall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of Buyer’s election not the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, Purchaser shall be deemed to have agreed that the foregoing matters are acceptable to Purchaser and that it intends to proceed with the consummation acquisition of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of Property without a Due Diligence Termination Notice on reduction in, or prior to an abatement in or credit against, the Due Diligence Period Expiration DatePurchase Price (and, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement thereafter, Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”4.2.2), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived.

Termination Right. In the event that Purchaser determines that it does not desire to acquire the Property, Purchaser shall provide written notice to Seller before the end of the Feasibility Period, and, subject to the Surviving Termination Obligations (as defined in Section 16.12 herein), this Agreement shall terminate, the Deposit shall be delivered to Purchaser and thereupon neither party shall have any further rights or obligations to the other hereunder. If Buyer Purchaser shall fail to timely notify Seller in its sole discretion is not satisfied with the results writing of its due diligence review election to terminate this Agreement on or before the expiration of the Seller Property Documents Feasibility Period, time being of the essence, the termination right described in this Section 5.5 shall be immediately null and void and of no further force or effect. Purchaser's failure to provide such notice on or before the Inspections, then Buyer end of the Feasibility Period shall have constitute Purchaser's waiver of the herein-described termination right. This is an “all or none” transaction and Purchaser has no right to terminate this Agreement by providing Seller with written notice as to any part of the Property. In the event Purchaser determines (the “Due Diligence Termination Notice”or is deemed to have determined) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on the Due Diligence Period Expiration Date, of Buyer’s election not to proceed with the consummation of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by accordance with the terms of this AgreementAgreement then, after the expiration of the Feasibility Period and through the Closing, Purchaser and its agents shall survive its termination. In continue to have the event Buyer timely exercises its right to access the Property to perform inspections and tests of the Property and to perform such other analyses, inquiries and investigations as Purchaser shall deem necessary or appropriate; provided, however, Purchaser acknowledges and agrees that Purchaser shall have no right, express or implied, to terminate this Agreement pursuant to this Section 5.4after the Feasibility Period due, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreementdirectly or indirectly, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless results of whether any other consideration is delivered such inspections, tests, inquiries, investigations or any conditions to Closing are satisfied or waivedanalyses.

Termination Right. If Buyer in its sole discretion is not satisfied with the results of its due diligence review of the Seller Property Documents or the Inspections, then Buyer shall have the right be entitled, at its option, to terminate this Agreement by providing Seller with written notice to Seller on or before the last day of the Inspection Period if any of the following shall occur: (i) if in the “Due Diligence Termination Notice”course of Buyer's Inspection, Buyer is in any way unsatisfied with the nature or condition of the tangible personal property included in the Purchased Assets, the status of the Franchises, Seller Contracts or System Rights, or the compliance of such tangible personal property, the System or the Business with the Franchises, Seller Contracts, System Rights or applicable legal requirements; or (ii) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇if any environmental assessments of the Owned Real Property or the Leased Real Property conducted by or for Buyer shall reveal the presence thereon, D.C., time on or any likelihood of the Due Diligence Period Expiration Datepresence thereon, of Buyer’s election not to proceed with any Hazardous Substances in an amount or of a nature that would require corrective action or remediation under applicable laws, or as a result of which the consummation owner of the purchase and sale transaction contemplated by this AgreementOwned Real Property or a tenant of the Leased Real Property could incur liability under applicable legal requirements. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Date, If this Agreement and the respective obligations of Seller and is not terminated by Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.45.5 within the Inspection Period, this Agreement shall continue in full force and effect in accordance with its terms. If this Agreement is terminated by Buyer pursuant to this Section 5.5 during the Inspection Period (i) the Escrow Deposit (and all earnings thereon) shall promptly return Seller’s Property Documents be returned to Buyer, and the parties will deliver written instructions to the Escrow Agent to such effect, and (ii) neither party shall have any further liability or obligation to the other hereunder, except for that arising from a breach or default hereunder and except that Articles Ten and Twelve shall continue in full force and effect as to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedBuyer.

Termination Right. If Buyer Notwithstanding anything in this Agreement to the contrary, Purchaser may, in its sole discretion discretion, elect to terminate this Agreement during the Inspection Period if Purchaser is not satisfied with the results of its due diligence review for any reason whatsoever. Without limiting the foregoing, and notwithstanding any other provision of this Agreement relating to Purchaser's presumed acceptance of the Seller Property Documents Pecanland Loan or the InspectionsTemple Loan as a Permitted Encumbrance, then Buyer shall have the right Purchaser may elect to terminate this Agreement during the Inspection Period if it objects to the terms and conditions of any Mortgage Loan Document, including, without limitation, any modification thereto required as a condition to or in connection with any consent to the transactions contemplated hereby that is required to be obtained from a Lender pursuant to the terms of any Mortgage Loan Document. Such election to terminate shall be exercisable by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on the Due Diligence Period Expiration Date, of Buyer’s election not Purchaser's delivery to proceed with the consummation of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice written notice of termination on or prior to the Due Diligence expiration of the Inspection Period, as it may be extended pursuant to Section 4.3 hereof. The failure of Purchaser to deliver to Seller the written notice of termination on or prior to the expiration of the Inspection Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by the terms deemed a waiver of this Agreement, shall survive its termination. In the event Buyer timely exercises its Purchaser's right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived4.2.

Termination Right. If Buyer If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine (in its sole discretion is not satisfied with and absolute discretion) that it no longer intends to acquire the results of its due diligence review of the Seller Property Documents for any reason or the Inspectionsfor no reason whatsoever, then Buyer Purchaser shall have promptly notify Sellers of such determination in writing on or before 5:00 p.m. (Central time) on the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on date that the Due Diligence Period Expiration Dateshall expire (such notice being herein called the “Termination Notice”), in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of Buyer’s election not this Agreement; provided, however, that if Sellers have notified Purchaser as and in the manner provided by Section 3.1.2 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1.2 of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Sellers on or before 5:00 p.m. (Central time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have agreed that the foregoing matters are acceptable to Purchaser and that it intends to proceed with the consummation acquisition of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained Property in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by accordance with the terms of this AgreementAgreement without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall survive its termination. In the event Buyer timely exercises its have no further right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”4.2.2), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived.

Termination Right. If Buyer in its sole discretion is not satisfied with the results Each of its due diligence review of the (i) and (ii) shall operate independently and each shall entitle Seller Property Documents or the Inspections, then Buyer shall have the right to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer’s Contingencies are not met by providing Seller with the Outside Date, and Buyer so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has not terminated this Agreement in writing (“Due Diligence Termination Notice”) no later than on or before 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time p.m. on the Due Diligence Period Expiration DateMonday preceding the scheduled Closing (“Termination Notice Deadline”), of then all such Buyer’s election Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to proceed with the consummation of Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the purchase and sale transaction contemplated extent expressly allocated to one party hereto by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on ) any escrow, title or prior to the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer other cancellation fees shall be released and discharged from paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedfees.

Termination Right. If Buyer in its sole discretion is not satisfied with If, on or before the results of its due diligence review expiration of the Seller Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine that it no longer intends to acquire the Property Documents or the Inspectionsfor any reason, then Buyer Purchaser shall have promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the right to terminate this Agreement by providing Seller with written notice date that is one (1) Business Day immediately following the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on date the Due Diligence Period Expiration Dateshall expire (such notice being herein called the “Termination Notice”), whereupon the Initial Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of Buyer’s election not the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). If Purchaser shall deliver to Seller, prior to, or within two (2) Business Days of, the delivery of the Termination Notice, copies of all reports, studies or other information obtained or received in connection with Investigations including, without limitation, all environmental reports and studies including those relating to the matters described in Schedule 4.2 hereto, Seller shall promptly reimburse Purchaser for the cost of the environmental study or studies but in no event in excess of $15,000 (the “Termination Fee”). In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before the date and time set forth above, Purchaser shall be deemed to have agreed that the foregoing matters are acceptable to Purchaser and that it intends to proceed with the consummation acquisition of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of Property without a Due Diligence Termination Notice on reduction in, or prior to an abatement in or credit against, the Due Diligence Period Expiration DatePurchase Price (and, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement thereafter, Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”4.2.2), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived.

Termination Right. If Buyer in its sole discretion is not satisfied If, on or before the expiration of the Due Diligence Period, Purchaser shall determine that it intends to proceed with the results of its due diligence review acquisition of the Seller Property Documents or the InspectionsProperty, then Buyer Purchaser shall have promptly notify Seller of such determination in writing on or before the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on expiration of the Due Diligence Period Expiration Date(such notice being herein called the “Go Forward Notice”) (and, of Buyer’s election not to proceed with the consummation of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to the Due Diligence Period Expiration Datethereafter, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.44.2.2 and, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of except as expressly provided otherwise in this Agreement, and in addition the Deposit shall be nonrefundable to any other consideration provided hereinPurchaser). However, ▇▇▇▇▇ has paid if Purchaser shall fail to deliver the Go Forward Notice to Seller on or before the sum expiration of One Hundred Dollars ($100.00) (the “Independent Consideration”)Due Diligence Period, the receipt which Purchaser may deliver or not deliver in Purchaser’s sole and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and absolute discretion, TIME BEING OF THE ESSENCE, then Purchaser shall be retained by Seller as consideration for Seller’s execution of deemed to have elected to terminate this Agreement, whereupon the Deposit shall, subject to Section 3.2, be promptly returned to Purchaser, and this Agreement and the grant obligations of the rights parties hereunder shall terminate (and options contained hereinno party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived.

Termination Right. If Buyer in its sole discretion is not satisfied with If, based upon the results of its due diligence review of Investigations and/or the Seller Property Documents or the InspectionsInformation, then Buyer Purchaser shall have the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on the Due Diligence Period Expiration Date, of Buyer’s election not determine that it intends to proceed with the consummation acquisition of the purchase and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice Property, then Purchaser shall, on or before 5:00 p.m. (Eastern time) on or prior to the date that the Due Diligence Period Expiration Dateshall expire, this Agreement TIME BEING OF THE ESSENCE, both (i) promptly notify Seller of such determination in writing (such notice being herein called the “Continuation Notice”) and (ii) deliver the respective obligations Additional Deposit to Escrowee. By so notifying Seller of Seller and Buyer contained in this Agreement shall immediately terminate and become null and voidits intention to proceed with the acquisition of the Property, and Seller and Buyer Purchaser shall be released deemed to have agreed that the Property is acceptable to Purchaser and discharged from all that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.4, Buyer 4.2.2.). In the event that Purchaser shall promptly return Seller’s Property Documents fail to deliver the Continuation Notice to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for or the execution and delivery of this AgreementAdditional Deposit to Escrowee on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, then Purchaser shall be deemed to have determined that it no longer intends to acquire the Property, whereupon the Initial Deposit shall be promptly returned to Purchaser, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant obligations of the rights parties hereunder shall terminate (and options contained herein. The Independent Consideration no party hereto shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedAgreement).

Termination Right. If Buyer in its sole discretion If, on or before the expiration of the Due Diligence Period, based upon the Investigations, Purchaser shall determine that it is not satisfied with feasible for it to obtain the results of its due diligence review Financing, or Purchaser otherwise disapproves of the Seller Property Documents or the InspectionsCUP and Structural Review, then Buyer Purchaser shall have promptly notify Seller of such determination in writing on or before 5:00 p.m. (Pacific time) on the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on date that the Due Diligence Period Expiration Dateshall expire (such notice being herein called the "Termination Notice"), whereupon the Initial Deposit plus interest shall be promptly returned to Purchaser, and this Agreement and the obligations of Buyer’s election not the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Pacific time) on the date that the Due Diligence Period shall expire, Purchaser shall be deemed to have agreed that the foregoing matters are acceptable to Purchaser and that it intends to proceed with the consummation acquisition of the purchase Property, whereupon the Deposit shall become non-refundable and sale transaction contemplated by this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on released to Seller, or prior to the Due Diligence Period Expiration DateSeller's accommodator (and, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement thereafter, Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition to any other consideration provided herein, ▇▇▇▇▇ has paid to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”4.2.2), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered or any conditions to Closing are satisfied or waived.

Termination Right. If Buyer in its sole discretion is not satisfied with the results of its due diligence review of the Seller Property Documents or the Inspections, then Buyer shall have the right Either Party may elect to terminate this Agreement without liability to the other Party by providing Seller with giving the other party written notice (of such termination at any time prior to the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on the Due Diligence Period Expiration Closing Date, if (i) the sum of the Title Defects equals or exceeds Twenty Five Percent (25%) of the Purchase Price and Seller elects not to cure such Title Defects; or (ii) the sum of the Required Consents not obtained by Seller equals or exceeds Twenty-Five Percent (25%) of the Purchase Price. However, as a condition to Seller’s right to terminate hereunder, Seller shall first make a good faith effort to cure the Title Defects and/or obtain the Required Consent, and, if Seller is unable to cure such Title Defects to the reasonable satisfaction of Buyer’s election , or obtain the Required Consent, then, in the event the remaining uncured Title Defects or Required Consents not obtained by Seller at the Closing Date equal or exceed Twenty Five Percent (25%) of the Purchase Price and Buyer elects not to proceed with the consummation waive a sufficient number of the purchase and sale transaction contemplated by Title Defects or un-obtained Required Consents, so that the remaining Title Defects or un-obtained Required Consents are less than Twenty Five Percent (25%) of the Purchase Price, Seller may terminate this Agreement. Upon receipt by Seller of a Due Diligence Termination Notice on or prior to For the Due Diligence Period Expiration Date, this Agreement and the respective obligations of Seller and Buyer contained in this Agreement shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all further obligation and liability under this Agreement, except as to such matters as, by the terms purposes of this AgreementSubsection 6(f), the term “good faith effort” shall survive its termination. In the event Buyer timely exercises its right not require Seller to terminate this Agreement pursuant to this Section 5.4, Buyer shall promptly return Seller’s Property Documents to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for the execution and delivery of this Agreement, and in addition initiate litigation with respect to any other consideration provided hereinLease, ▇▇▇▇▇ has paid to Seller or incur costs and expenses in connection with a particular Lease in excess of the sum of One Hundred Dollars one percent ($100.001.0%) (the “Independent Consideration”), the receipt and sufficiency of which are hereby acknowledged by Seller. The Independent Consideration is non-refundable under any circumstances and shall be retained by Seller as consideration for Seller’s execution of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless Allocated Value of whether any other consideration is delivered or any conditions to Closing are satisfied or waivedsuch Lease.

Termination Right. If Buyer Purchaser may terminate this Agreement in its sole and absolute discretion is not satisfied with at any time after the results Effective Date and prior to the expiration of its due diligence review of the Seller Property Documents or the Inspections, then Buyer shall have the right to terminate this Agreement by providing Seller with written notice (the “Due Diligence Termination Notice”) no later than 5:00 ▇.▇. ▇▇▇▇▇▇▇▇▇▇, D.C., time on the Due Diligence Period Expiration Dateupon written notice to Seller, of Buyer’s election not whereupon the Deposit shall be promptly returned to proceed with Purchaser, and this Agreement and the consummation obligations of the purchase parties hereunder shall terminate (and sale transaction contemplated by this Agreementno party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). Upon receipt by If, however, based upon the Investigations and/or the Information, Purchaser shall determine in its sole and absolute discretion that it intends to acquire the Property, then it shall deliver an unconditional notice to Seller approving its due diligence investigation of a Due Diligence Termination Notice on or the Property prior to the expiration of the Due Diligence Period Expiration Date(the “Approval Notice”). The Approval Notice shall specify which Contract, if any, that Purchaser desires for Seller to terminate in accordance with the provisions of Section 7.2.2 below. If for any reason or for no reason at all, Purchaser shall fail to timely deliver the Approval Notice prior to the expiration of the Due Diligence Period, the Deposit shall be promptly returned to Purchaser, and this Agreement and the respective obligations of Seller the parties hereunder shall terminate (and Buyer contained no party hereto shall have any further obligations in this Agreement connection herewith except for the Surviving Obligations). If Purchaser timely delivers the Approval Notice, then Purchaser shall immediately terminate and become null and void, and Seller and Buyer shall be released and discharged from all have no further obligation and liability under this Agreement, except as to such matters as, by the terms of this Agreement, shall survive its termination. In the event Buyer timely exercises its right to terminate this Agreement pursuant to this Section 5.44.2.3 and, Buyer except as expressly provided otherwise herein, the Deposit shall promptly return be nonrefundable to Purchaser. 4.2.4 3-14 Audit. Purchaser has informed Seller that Purchaser is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Purchaser’s 3-14 Audit”). In connection with the performance of Purchaser’s 3-14 Audit, Seller shall reasonably cooperate with Purchaser during the Due Diligence Period by providing access to Seller’s Property Documents property manager (i) to Seller and destroy any copies thereof retained by ▇▇▇▇▇. As independent consideration for assist Purchaser in collecting the execution and delivery of this Agreementdocuments which are described on Schedule 4.2.5 attached hereto, to the extent in existence and in addition Seller’s possession (collectively, “Purchaser’s 3-14 Audit Documents”) and (ii) to any other consideration provided herein, ▇▇▇▇▇ has paid assist Purchaser in answering questions relating to Seller the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), the receipt and sufficiency of Property which are hereby acknowledged by Seller. The Independent Consideration set forth in Schedule 4.2.5 attached hereto, to the extent such information is non-refundable under any circumstances in existence and shall be retained by Seller as consideration for in Seller’s execution possession. Any Purchaser’s 3-14 Audit Documents or other information provided to Purchaser in connection with Purchaser’s 3-14 Audit is being provided for Purchaser’s convenience only and, except as may be expressly set forth in Section 7.1.1, Seller does not represent or warrant the accuracy or completeness of this Agreement and the grant of the rights and options contained herein. The Independent Consideration shall not be applied to the Purchase Price at Closing. The Parties acknowledge and agree that this Agreement is binding and enforceable regardless of whether any other consideration is delivered such documentation or any conditions to Closing are satisfied or waivedinformation.