Conclusion of Due Diligence Period Sample Clauses

Conclusion of Due Diligence Period. (a) At the conclusion of the Second Due Diligence Period should the Parties fail to enter into a Purchase and Sale Agreement and Financial Agreement in accordance with Section 13.1, this Agreement shall automatically terminate, unless otherwise agreed by the Parties pursuant to Section 3.2(c). Upon such termination of this Agreement, the Township shall be entitled to retain the Initial Payment and Extension Payment paid by Redeveloper Pursuant to Section 3.2 above. In the event that the failure to enter into a Purchase and Sale Agreement is a result of the Township unreasonably refusing to agree to execute a Purchase and Sale Agreement that is substantially consistent with this Agreement and/or the Township unreasonably rejecting Redeveloper’s application for a Financial Agreement that provides reasonable justification for a Financial Agreement with respect to the need for financial assistance and a reasonable generation of revenue for the Township, in accordance with Section 13.1, the Township shall refund the refund the Extension Payment within fifteen (15) business days of the receipt of Redeveloper’s request for such refund. Should the Township refuse to return the Extension Payment, or the Initial Payment, if applicable, the Parties agree to refer the dispute to a retired Judge of the New Jersey Superior Court to be mutually agreed upon by the Parties, to determine the reasonableness of the Townships refusal to execute a Purchase and Sale Agreement and/or approve a Financial Agreement, which determination shall be binding and non-appealable. The cost of such process shall be borne equally by the Parties.
Sample 1
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Conclusion of Due Diligence Period. (a) At the conclusion of the Due Diligence Period should the Parties fail to enter into a Purchase and Sale Agreement and Financial Agreement in accordance with Section 13.1, either Party in its sole discretion may terminate this Agreement upon written notice to the other Party (“Termination Notice”). The mailing of the Termination Notice shall automatically terminate this Agreement. Upon termination of this Agreement, the Township shall return any of the Initial Payment and/or Extension Payment paid by Redeveloper Pursuant to Section 3.2 above within fifteen (15) business days of the receipt of the Termination Notice.
Sample 1
Conclusion of Due Diligence Period. Purchaser hereby forever waives and relinquishes any right to deliver a Due Diligence Termination Notice to Seller.
Sample 1

Related to Conclusion of Due Diligence Period

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Effectiveness and Events Requiring Notice to the Representatives The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

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