Common use of Due Diligence Contingency Clause in Contracts

Due Diligence Contingency. Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason or no reason at all, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, then, Purchaser shall be deemed to have elected to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or Seller.

Due Diligence Contingency. Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) PM EST on FridayAugust 16, August 12, 2011 2021 (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisableadvisable in its sole discretion; provided, includinghowever, without limitationthat if Purchaser has not received Lender Approval (as defined in Section 4.3) or secured an Acceptable Franchise Agreement (as defined in Section 4.2) before the expiration of the Due Diligence Period, any engineeringSeller may in its sole discretion extend the Due Diligence Period until September 13, environmental2021. In no event shall the Due Diligence Period, titleas extended, survey, financial, operational and legal compliance matters relating to exceed ninety (90) days after the PropertyEffective Date. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property or the Business for any reason or no reason at allwhatsoever, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of If Purchaser terminates this Master Purchase and Sale Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.14.1(a), the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive such termination. If Purchaser does not terminate this Agreement pursuant to the termination of this Master Purchase and Sale Agreement Due Diligence Contingency in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, thenSection 4.1(a), Purchaser shall be deemed to have elected waived its rights to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1the Due Diligence Contingency. Notwithstanding anything contained herein to the contrary Purchaser may at any time, with the Deposit (consent of Seller, waive the Due Diligence Period by written notice to Seller and all interest earned thereon) thereafter the Due Diligence Period shall be promptly returned to Purchaser, without deemed expired and the need for notice from, by or on behalf of Purchaser or Sellerclosing shall occur in accordance with Section 9.1 hereof.

Due Diligence Contingency. Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. PM EST on the date that is thirty (Eastern Time30) on Friday, August 12, 2011 days after the Effective Date (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Propertyadvisable in its sole EXHIBIT 10.22 discretion. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property or the Business for any reason or no reason at allwhatsoever, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of If Purchaser terminates this Master Purchase and Sale Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.14.1(a), then the Xxxxxxx Money shall be promptly delivered to Seller and the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive such termination. Notwithstanding anything in this Agreement to the termination contrary, and for the avoidance of doubt, the Parties acknowledge and agree the Xxxxxxx Money shall be non-refundable to Purchaser in connection with and/or related to a Due Diligence Contingency. If Purchaser does not terminate this Master Purchase and Sale Agreement pursuant to the Due Diligence Contingency in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, thenSection 4.1(a), Purchaser shall be deemed to have elected waived its rights to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1the Due Diligence Contingency. Notwithstanding anything contained herein to the contrary Purchaser may at any time, with the Deposit (consent of Seller, waive the Due Diligence Period by written notice to Seller and all interest earned thereon) thereafter the Due Diligence Period shall be promptly returned to Purchaser, without deemed expired and the need for notice from, by or on behalf of Purchaser or Sellerclosing shall occur in accordance with Section 9.1 hereof.

Due Diligence Contingency. Purchaser shall have had the a period from Friday, July 22, 2011 the Effective Date until 5:00 p.m. (Eastern Pacific Time) on FridayMay 24, August 12, 2011 2010 (the “Due Diligence Period”) ), to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any with respect to engineering, environmental, title, survey, financial, operational and legal compliance matters relating matters; provided that, in the event that Purchaser has ordered but not received the Survey by May 18, 2010, then Purchaser shall have the right to extend the Due Diligence Period by up to five (5) Business Days, if prior to the Propertyexpiration of the original Due Diligence Period, Purchaser confirms in writing for the benefit of Seller that Purchaser is satisfied with the results of its due diligence investigation in all respects other than with respect to the Survey. In the event Purchaser extends the Due Diligence Period in accordance with the preceding sentence, Purchaser may only terminate this Agreement pursuant to the Due Diligence Contingency if Purchaser identifies an issue with respect to the Survey that was not apparent from the survey of the Property prepared in 2007 and delivered to Purchaser by Seller. If Purchaser, in its sole and absolute discretion, is not satisfied with the results of its due diligence review of the Property for any reason or no reason at allProperty, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing delivering written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of If Purchaser terminates this Master Purchase and Sale Agreement pursuant to this Section 4.1.1the Due Diligence Contingency prior to the expiration of the Due Diligence Period, the Parties Seller and Purchaser shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive such termination. If Purchaser does not terminate this Agreement pursuant to the termination of this Master Purchase and Sale Agreement Due Diligence Contingency in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, thenSection 4.1(a), Purchaser shall be deemed to have elected waived its rights to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this the Due Diligence Contingency and Purchaser shall deposit the Xxxxxxx Money with Escrow Agent on or prior to the date on which the Due Diligence Period concludes, in accordance with Section 4.1.13.3(a), in which case the Deposit (and all interest earned thereon) Xxxxxxx Money shall be promptly returned non-refundable to Purchaser, without the need for notice from, by or on behalf of Purchaser or Sellerexcept as otherwise provided in this Agreement.

Due Diligence Contingency. For the period commencing on the Effective Date and expiring upon Closing, the Purchaser Parties shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 (the “Due Diligence Period”) right to perform its their due diligence review of the Property and all matters related thereto which the Purchaser deems Parties deem advisable, including, without limitation, any engineering, zoning, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If PurchaserThe Purchaser Parties shall have the right, if the Purchaser Parties, in its their sole discretion, is not are satisfied with the results of its their due diligence review of the Property for any reason Property, to notify the Seller Parties thereof on or no reason before expiration of the period (the “Due Diligence Period”) expiring at all11:59 p.m. (Eastern Time) on November 12, 2010, in which event, the Parties shall, subject to the other terms and conditions hereof, proceed to Closing and the Purchaser Parties shall be deemed to have waived their right to terminate this Agreement pursuant to the Due Diligence Contingency (defined below). In the event the Purchaser Parties shall fail to provide such notice on or before the expiration of the Due Diligence Period, this Agreement shall be deemed terminated. In addition, the Purchaser Parties shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to the Seller Parties at any time prior to the expiration of the Due Diligence Period (the Purchaser Parties’ right to provide such notice of satisfaction, such notice of termination and/or to allow this Agreement to terminate on account of the Purchaser Parties’ failure to provide any such notice is herein referred to as the “Due Diligence Contingency”). Upon termination of If the Purchaser Parties terminate this Master Purchase and Sale Agreement and/or this Agreement terminates automatically, as provided above, pursuant to the Due Diligence Contingency in accordance with this Section 4.1.13(a)(i), then the Deposit shall be refunded to the Purchaser Parties in accordance with Section 2(d)(ii), and the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, then, Purchaser shall be deemed to have elected to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or Sellersuch termination.

Due Diligence Contingency. Subject to the Purchaser’s rights with respect to the Carlisle Environmental Due Diligence described in Section 4.1.7 below, Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmentalenvironmental (other than the Carlisle Environmental Due Diligence), title, survey, financial, operational and legal compliance matters relating to the Property. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason or no reason at all, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, then, Purchaser shall be deemed to have elected to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or Seller.

Due Diligence Contingency. Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason or no reason at all, Purchaser Buyer shall have the right to disapprove the results of Buyer's review of the Due Diligence Materials or the Inspections (defined below) and to terminate this Master Purchase and Sale Agreement by providing delivery of written notice of termination ("BUYER'S TERMINATION NOTICE") to Seller and Escrow Holder on or before 5:00 p.m. Pacific Time on October 12, 2005 (the "DUE DILIGENCE/FEASIBILITY DATE"). Notwithstanding the foregoing sentence, if Buyer has used its best efforts to complete its review of the Due Diligence Materials and the Inspections by the Due Diligence/Feasibility Date, then by written notice to Seller prior and Escrow Holder on or before 5:00 p.m. Pacific Time on October 12, 2005, Buyer may extend the Due Diligence/Feasibility Date for up to two weeks to a date no later than October 26, 2005. In the expiration event Buyer so extends the Due Diligence/Feasibility Date, the Closing Date shall also be extended for an equal number of days. If Buyer timely delivers Buyer's Termination Notice as provided in this Section 4.2, then this Agreement and Buyer's right to purchase the Property hereunder shall terminate, Buyer shall pay all of the Escrow Holder's and the Title Company's cancellation charges, Escrow Holder shall return to Buyer the Refundable Portion of the Deposit and any interest thereon then held by Escrow Holder, and Buyer shall promptly deliver to Seller all Due Diligence Period (the “Materials and Buyer Prepared Due Diligence Contingency”). Upon termination of this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement Entitlement Materials in accordance with the terms hereofprovisions of Section 3.1.2. If Purchaser fails Buyer does not timely deliver Buyer's Termination Notice to notify Seller, in writing, Seller and Escrow Holder by 5:00 p.m. Pacific Time on or before the expiration of the Due Diligence PeriodDiligence/Feasibility Date, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, then, Purchaser then Buyer shall be deemed to have approved and waived its feasibility/due diligence contingency and to have elected to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed proceed to have terminated) this Master Purchase and Sale Agreement Closing pursuant to the terms of this Section 4.1.1Agreement and, except as expressly set forth to the contrary in this Agreement, the Refundable Portion of the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without become the need for notice from, by or on behalf non-refundable property of Purchaser or Seller.

Due Diligence Contingency. (a) Seller shall make available to Purchaser shall have had for examination, at Seller's office at the period from FridayProperty, July 22true, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 (the “Due Diligence Period”) to perform its due diligence review correct and complete copies of all of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters following materials relating to the Property, to the extent same are in Seller's possession or control: all leases, service contracts, all plans, specifications, drawings, environmental and other reports, guaranties, warranties, licenses, permits and approvals, back title and surveys, evidence of all insurance coverages on the Property, and copies of all governmental notices received by Seller. If In addition, Seller will provide Purchaser with a current Phase I Environmental Assessment Report or, if the sale of the Property is subject to ISRA, a Preliminary Assessment. Purchaser shall have a period of sixty (60) days commencing on the Effective Date ("Purchaser's Due Diligence Period") within which to review the materials provided by Seller and to perform due diligence with respect to the physical condition of the Property, in to examine the title to the Property, obtain a flood hazard certification and such other matters pertaining to the Property as Purchaser deems appropriate. Purchaser's Due Diligence Period shall commence upon the Effective Date of this Agreement and shall terminate at 5:00 PM, New Jersey time, on the sixtieth (60th) day thereafter (such date being hereinafter referred to as the "Due Diligence Termination Date"). Purchaser may, at its sole discretionoption, is not satisfied with the results of complete its due diligence review investigation prior to the Due Diligence Termination Date. During this period, Purchaser shall have a continuing right of reasonable access to the Property for the purpose of conducting surveys, architectural, engineering, geotechnical, and environmental inspections and tests, and any reason other inspection or no reason test which Purchaser may wish to conduct. All such inspections, tests, and other due diligence shall be performed by Purchaser at allits sole cost and expense. Purchaser shall keep the Property free and clear of any liens or encumbrances as a result of such entry by Purchaser, its agents, employees or representatives; and Purchaser shall indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a result of such entry by Purchaser, its agents, employees or representatives (excluding claims and liabilities asserted against Seller as a result of, relating to or in connection with any existing condition at or under the Property that is discovered by Purchaser during its investigations). If any inspection or test disturbs the Property, then Purchaser shall restore the Property to substantially the same condition as existed prior to any such inspection or test. Prior to any entry onto the Property, Purchaser shall provide Seller with evidence, reasonably satisfactory to Seller in form and substance, that Purchaser and each contractor or agent performing such inspection or examination maintains comprehensive general liability with a policy limit of not less than $2,000,000 per occurrence for personal injury or damage to the Property. Seller shall be named an additional insured under such insurance policy. Purchaser shall advise Seller in writing at least two (2) business days prior to entering any portion of the Property. Seller or its representatives shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior accompany Purchaser during the conduct of any test or inspection. Purchaser shall, to the expiration extent reasonably practicable, conduct its tests and inspections in a manner which will minimize any disturbance of the Due Diligence Period (business conducted by Seller on the “Due Diligence Contingency”)Property. Upon termination of Anything in this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration contrary notwithstanding, under no circumstance shall any of the Due Diligence Period, then, Purchaser shall Purchaser's due diligence investigations be deemed to have elected to terminate this Master Purchase and Sale Agreement. If Purchaser terminates performed by a New Jersey Licensed Site Remediation Professional (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or SellerLSRP).

Due Diligence Contingency. Purchaser Commencing as of the Effective Date, Buyer shall have had until the period from Friday, July 22, 2011 until 5:00 p.m. end of the forty-fifth (Eastern Time45th) on Friday, August 12, 2011 day thereafter (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser Buyer deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If PurchaserUnless Buyer, in its sole discretiondiscretion and with or without reasons, notifies Seller and Escrow Holder on or before the last day of the Due Diligence Period that it is not satisfied with the results of its due diligence review of the Property for Property, this Agreement shall terminate, Section 14.20 shall apply, and without the necessity of any reason instructions from Seller and notwithstanding any contrary demands of Seller or no reason at allany other person, Purchaser shall have Escrow Holder is instructed to return the right Xxxxxxx Money, less the Independent Consideration, to terminate this Master Purchase Buyer and Sale Agreement by providing written notice pay the Independent Consideration to Seller prior to the Seller, each within two (2) Business Days after expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement in accordance with the terms hereofPeriod. If Purchaser fails to notify Buyer notifies Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does Buyer is satisfied with its due diligence, this Agreement shall continue thereafter to be binding and enforceable against the Buyer and Seller under the terms and conditions of this Agreement. If Buyer has not want this Master Purchase and Sale obtained approval for the New Franchise Agreement or completed the Audits prior to terminate upon the expiration end of the Due Diligence Period, then, Purchaser Buyer shall be deemed permitted to have elected extend the Due Diligence Period for an additional fifteen (15) days, and shall be permitted to terminate this Master Purchase and Sale AgreementAgreement as provided in this Section 4.1.1 prior to the end of such extended Due Diligence Period, but only for failure to obtain approval for the New Franchise Agreement or complete the Audits. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement The Due Diligence Period may also be extended pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or Seller7.11.2.

Due Diligence Contingency. Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 the date that is sixty (60) days after the Effective Date (the “Due Diligence Period”) ), to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmentalenvironmental (except for the Phase II study, as hereinafter provided), title, survey, financial, operational and legal compliance matters (“Due Diligence Review Matters”) relating to the PropertyProperty and until 5:00 p.m. (Eastern Time) on the date that is seventy-four (74) days after the Effective Date to obtain and review a Phase II environmental study of the Property (the “Phase II Due Diligence Period”). If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason or no reason at allreason, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period. If Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period, it shall be deemed that Purchaser is satisfied with the condition of the Property and has waived its rights to terminate this Agreement as it relates to all Due Diligence Review Matters, except solely for matters which Purchaser in its sole discretion deems objectionable arising from the Phase II Report, and for none other. If Purchaser is not satisfied with the results of the Phase II study for any reason, Purchaser shall likewise have the right to terminate this Agreement by providing written notice to Seller prior of the expiration of the Phase II Due Diligence Period (collectively the “Due Diligence Contingency”). Upon termination of If Purchaser terminates this Master Purchase and Sale Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.1, then: (i) the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, (ii) Purchaser shall supply to Seller reports and copies of all site work completed during the Due Diligence Period and Phase II Due Diligence Period, and (iii) the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive such termination. If Purchaser does not terminate this Agreement pursuant to the termination of this Master Purchase and Sale Agreement Due Diligence Contingency, in accordance with this Section 4.1.1, then subject to the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration and provisions of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, thenAgreement, Purchaser shall be deemed to have elected waived its rights to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or SellerDue Diligence Contingency.