Buyer’s Right to Terminate. At any time prior to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Xxxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Rancon Realty Fund Iv)
Buyer’s Right to Terminate. At If any time prior to Parcel is deemed or treated as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Approval Date, Buyer has Purchase Price for all Parcels minus the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller Removed Parcel (the “Termination NoticeRemaining Parcels”). On ) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or before charges allocated to the end Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Due Diligence PeriodRemoved Parcel, if (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer is satisfied shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with its due diligence review respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the Properties and matters affecting the Properties and wishes to proceed with the acquisition other applicable terms of the Properties under this Agreement, Buyer shall give Seller written notice remain in full force and effect with respect to all Remaining Parcels. The provisions of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer Section 6.3.2 shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Xxxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the Closing or earlier termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 2 contracts
Samples: Contribution and Sale Agreement, Contribution and Sale Agreement (Global Medical REIT Inc.)
Buyer’s Right to Terminate. At If any time prior to Property is deemed or treated as a Removed Property, then (unless otherwise specifically set forth in this Agreement): (a) the Approval Date, Buyer has Purchase Price for all Properties minus the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller Removed Property (the “Termination NoticeRemaining Properties”). On ) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Property, (b) Buyer and Seller shall each be liable for one-half of any escrow fees or before charges allocated to the end Removed Property, (c) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the Parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Due Diligence PeriodRemoved Property, if (d) all instruments held by the Escrow Agent relating solely to such Removed Property shall be returned to the Party depositing the same, (e) Buyer shall, within thirty (30) days of notifying Seller that a Property is satisfied being treated as a Removed Property, return all items relating to such Removed Property previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (f) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with its due diligence review respect to such Removed Property shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Property pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Properties, and (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Properties, together with all of the Properties and matters affecting the Properties and wishes to proceed with the acquisition other applicable terms of the Properties under this Agreement, Buyer shall give Seller written notice remain in full force and effect with respect to all Remaining Properties. The provisions of its approval of its due diligence review this Section 3(b)(ii) shall survive Settlement and recording of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on applicable deed and/or assignment agreement or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Xxxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the earlier termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Grubb & Ellis Healthcare REIT, Inc.)
Buyer’s Right to Terminate. At any time In the event of a material breach hereunder by Seller prior to the Approval DateClosing Date of any Seller agreement, covenant, representation, or warranty hereunder, and the continuation of such breach without cure for a period of thirty (30) consecutive days following the date on which Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials shall have given to Seller as provided written notice of such breach, then Buyer may in the Section entitled “Conditions to Closing,” its discretion, by delivering a giving written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence PeriodSeller, if so long as Buyer is satisfied with its due diligence review not then in material breach hereunder, terminate this Agreement without cost, penalty, or liability on Buyer’s part of the Properties any kind and matters affecting the Properties without releasing Seller from any liability for such Seller breach, and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give be entitled to all legal and equitable relief that Buyer may have available against Seller. The rights conferred by the foregoing sentence shall not be exercised unless Buyer has given Seller thirty (30) days written notice of its approval the specific nature of its due diligence review such breach and Seller has failed to correct such breach within that period. Furthermore, in the event of the Properties and election to proceed under a breach or threatened breach by Seller of this Agreement (prior to the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence PeriodClosing Date, Buyer shall be deemed entitled to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Xxxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination specific performance of this Agreement, without any requirement for Buyer to post bond or provide any other security, such requirement, if any, being hereby waived by Seller. If Buyer timely delivers its Approval Notice Finally, if Seller shall (i) file with respect to Seller or consent by answer or otherwise to the Xxxxxxx Money filing against Seller of a petition for relief or reorganization or any other petition under the bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of Seller’s creditors or fail generally to pay Seller’s debts as they mature, (iii) consent to the appointment of a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, (iv) be dissolved or be adjudicated bankrupt or insolvent, or (v) take corporate action for the purpose of any of the foregoing or if a Governmental Body shall become non-refundable enter an order appointing, without consent by Seller, a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction with respect to Seller or any substantial part of Seller’s property, or ordering the dissolution, winding up, or liquidation of Seller, or if any petition for any such relief shall be filed against Seller, and such petition shall not be dismissed within thirty (30) days thereafter, then, upon or after the occurrence of any event described in this sentence, Buyer except may, in its sole discretion, by giving written notice of termination to Seller, terminate this Agreement without cost, penalty, or liability on Buyer’s part of any kind so long as specifically set forth herein. Buyer is not then in material breach hereunder, and Buyer shall not be entitled to all legal and equitable relief that Buyer may have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Noticeavailable against Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Coconut Palm Acquisition Corp.)
Buyer’s Right to Terminate. At any time prior up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx MoneyExxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,.” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties Property and matters affecting the Properties Property and wishes to proceed with the acquisition of the Properties Property under this Agreement, Buyer shall give the Seller written notice of its approval of its due diligence review of the Properties Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeelected to terminate this Agreement, in which case this the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Exxxxxx Money (and any interest thereon) shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Xxxxxxx Remaining Exxxxxx Money with the Escrow Holder, the Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Buyer’s Right to Terminate. At any time prior to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Exxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Xxxxxxx Exxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Buyer’s Right to Terminate. At any time prior up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Initial Xxxxxxx MoneyMoney Deposit (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,.” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties Property and matters affecting the Properties Property and wishes to proceed with the acquisition of the Properties Property under this Agreement, Buyer shall give the Seller written notice of its approval of its due diligence review of the Properties Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeelected to terminate this Agreement, in which case this the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any interest thereon) shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice and the Remaining Xxxxxxx Money Deposit to Seller Seller, the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. If Buyer shall not have the right fails to timely deliver an Approval Notice to fewer than all of or the PropertiesRemaining Xxxxxxx Money Deposit, and any failure to deliver an Approval Notice as to any one or more Properties Buyer shall be deemed to be disapproval have elected to terminate this Agreement, the Agreement shall automatically terminate as of all Properties. Any notice which disapproves any matterthe date of such failure, or conditions or qualifies and Buyer’s approval of its due diligence review, Xxxxxxx Money (and any interest thereon) shall immediately be deemed returned to be a Termination Notice.Buyer. (m)
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Buyer’s Right to Terminate. At any time prior up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx MoneyMoney (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,.” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties Property and matters affecting the Properties Property and wishes to proceed with the acquisition of the Properties Property under this Agreement, Buyer shall give the Seller written notice of its approval of its due diligence review of the Properties Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeelected to terminate this Agreement, in which case this the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any interest thereon) shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Buyer’s Right to Terminate. At any time prior to Buyer shall not have the Approval Date, Buyer has the unqualified right to terminate this Agreement Contract (and obtain a full refund of the Xxxxxxx MoneyDeposit shall not be refundable), subject to Buyer’s obligations to return Due Diligence Materials to Seller except as provided in Exhibit "M" or Section 5 herein or for an uncured material breach of a representation, warranty or covenant by Seller or in the event of a condemnation to the extent herein provided. Failure by Buyer to timely notify Seller of an Environmental Condition or an objection to an Additional Exception as provided in Exhibit "M" and Section entitled “Conditions 5 respectively during the Investigation Period shall be deemed a waiver of Buyer's rights to Closing,” by delivering a written notice of termination make any future objections with respect to Seller (the “Termination Notice”)same. On or before the end of the Due Diligence PeriodIf this Contract is not terminated as provided herein, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under except as expressly provided otherwise in this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeacknowledged that (a) BUYER HAS HAD THE FULL OPPORTUNITY TO MAKE SUCH INVESTIGATION OF THE CONDITION OF THE PROPERTY AS BUYER HAS DEEMED NECESSARY; (b) BUYER IS RELYING SOLELY UPON ITS OWN INVESTIGATION IN MAKING THE DECISION TO PURCHASE THE PROPERTY; AND (c) BUYER WILL ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, in which case this Agreement shall automatically terminate as of the end of the Due Diligence PeriodWITHOUT ANY OBLIGATION OF SELLER TO MAKE ANY REPAIRS OR RENOVATIONS TO THE PROPERTY, Buyer’s Xxxxxxx Money shall immediately be returned to BuyerAND WITH NO REPRESENTATIONS OR WARRANTIES, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the PropertiesPROMISES, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matterCOVENANTS, or conditions or qualifies Buyer’s approval of its due diligence reviewAGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, shall be deemed to be a Termination NoticeWHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE.
Appears in 1 contract
Samples: McClatchy Co
Buyer’s Right to Terminate. At any time prior up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx MoneyMoney (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,.” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties Property and matters affecting the Properties Property and wishes to proceed with the acquisition of the Properties Property under this Agreement, Buyer shall give the Seller written notice of its approval of its due diligence review of the Properties Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeelected to terminate this Agreement, in which case this the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any interest thereon) shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Non-Refundable Xxxxxxx Money (as described in Section 14(c), below) shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Buyer’s Right to Terminate. At any time prior up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx MoneyExxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,.” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties Property and matters affecting the Properties Property and wishes to proceed with the acquisition of the Properties Property under this Agreement, Buyer shall give the Seller written notice of its approval of its due diligence review of the Properties Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeelected to terminate this Agreement, in which case this the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Initial Exxxxxx Money Deposit (and any interest thereon) shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Xxxxxxx Remaining Exxxxxx Money with the Escrow Holder, the Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Realty Trust, Inc.)
Buyer’s Right to Terminate. At Buyer may terminate this Agreement or any time prior Purchase Order, by providing written Notice to Supplier: (a) if Supplier is in material breach of any representation, warranty or covenant of Supplier under this Agreement and either the Approval Datebreach cannot be cured or, Buyer if the breach can be cured, it is not cured by Supplier within thirty (30) days after Supplier’s receipt of written Notice of such breach; or (b) if Supplier (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the unqualified benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. As a condition precedent to Buyer’s right to terminate this Agreement and obtain a full refund or any Purchase Order pursuant to this Section 5.4, within thirty (30) days following the date of Buyer’s termination Notice, Buyer shall pay to Supplier all amounts due to Supplier for Materials delivered by Supplier to Buyer prior to Supplier’s receipt of the Xxxxxxx Money, subject termination Notice and reimburse Supplier for all of Supplier’s out-of-pocket costs and expenses (including raw materials) incurred by Supplier prior to receipt of Buyer’s obligations termination Notice that arise from or relate to return Due Diligence Materials this Agreement or any Purchase Order issued by Buyer to Seller as provided in the Section entitled Supplier prior to Supplier’s receipt of such notice (each, a “Conditions to Closing,” by delivering a written notice of termination to Seller (the “Termination NoticeReimbursement Payment”). On or before Any termination under this Section 5.4 will be effective on the end latest to occur of Supplier’s receipt of Buyer’s written Notice of termination, Supplier’s receipt of the Due Diligence Period, Reimbursement Payment or such other later date (if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the end of the Due Diligence Period, Buyer’s Xxxxxxx Money shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Money shall become non-refundable to Buyer except as specifically any) set forth herein. Buyer shall not have in such termination Notice (if and to the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Noticeextent that such later date is approved by Supplier in writing).
Appears in 1 contract
Samples: Master Supply Agreement
Buyer’s Right to Terminate. At any time prior up to and including the Approval Date, Buyer has the unqualified right to terminate this Agreement for any reason or no reason and obtain a full refund of the Xxxxxxx MoneyMoney (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,.” by delivering a written notice of termination to Seller (the “Termination Notice”). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties Property and matters affecting the Properties Property and wishes to proceed with the acquisition of the Properties Property under this Agreement, Buyer shall give the Seller written notice of its approval of its due diligence review of the Properties Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have delivered a Termination Noticeelected to terminate this Agreement, in which case this the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any interest thereon) shall immediately be returned to Buyer, and the Parties shall have no further obligation to each other except for those obligations which expressly survive the termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Strategic Realty Trust, Inc.)