14Due Diligence Period Sample Clauses

14Due Diligence Period. 1Within three (3) business days after the Effective Date, the Contributor shall (i) deliver to the Operating Partnership due diligence documents as requested by the Operating Partnership (the “Due Diligence Documents”). The Operating Partnership shall have until 11:59 pm ET on the date which is 45 days following the later of (i) the Effective Date or (ii) the date on which the Operating Partnership receives all Due Diligence Documents (the “Due Diligence Period”) to review the Due Diligence Documents. During the Due Diligence Period, the Operating Partnership may terminate this Agreement for any reason or no reason by delivering a termination notice to the Contributor and the Closing Agent on or before the expiration of the Due Diligence Period and the Xxxxxxx Money shall be immediately returned in full to the Operating Partnership and neither party shall have any further duties or obligations to the other hereunder (except for any obligation expressly surviving the termination of this Agreement). If the Operating Partnership does not notify the Contributor and the Closing Agent in writing, signed only by Xxxxx Xxxx, on or before the expiration of the Due Diligence Period that the Operating Partnership is satisfied with the Due Diligence Period, the Operating Partnership will be deemed to have exercised its right of termination and this Agreement will terminate and the Xxxxxxx Money shall be immediately returned in full to the Operating Partnership and neither party shall have any further duties or obligations hereunder (except for any obligation expressly surviving the termination of this Agreement). Notwithstanding anything herein to the contrary, if, after the expiration of the Due Diligence Period, any new matters arise which were not disclosed in the Due Diligence Documents and such matters materially or adversely affect the Property or render incomplete or inaccurate any of the Due Diligence Documents or if any new matters appear on updates to the Preliminary Title Report (an “Adverse Change”), the Operating Partnership shall have five (5) business days from notice of the Adverse Change (the “Adverse Change Review Period”) to review and to accept or reject the Adverse Change. The Operating Partnership may terminate this Agreement during the Adverse Change Review Period if any Adverse Change is not acceptable to the Operating Partnership. If this Agreement is so terminated, the Xxxxxxx Money shall be immediately returned in full to the Operating Partn...
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Related to 14Due Diligence Period

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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