DUE DILIGENCE PERIOD; TERMINATION RIGHT Sample Clauses

DUE DILIGENCE PERIOD; TERMINATION RIGHT. During the period (the "Due Diligence Period") commencing on the Effective Date and ending on the date (the "Due Diligence Expiration Date") which is forty-five (45) days thereafter (unless such date is not a Business Day, in which event the Due Diligence Expiration Date shall be the next Business Day), Purchaser shall have the right to conduct such due diligence as it deems reasonably necessary or appropriate in connection with its acquisition of the Property, including inspections, studies, examinations and investigations of, or with respect to, the Property and/or any facts, circumstances and matters relating thereto. If Purchaser, in its sole discretion, determines for any reason whatsoever that it is unsatisfied with the results of and matters disclosed by its due diligence, Purchaser shall have the right to terminate this Agreement by written notice given to Seller prior to 5:00 p.m. New York time on the Due Diligence Expiration Date (TIME BEING OF THE ESSENCE). Upon any termination of this Agreement pursuant to this Section 4.1, (i) the Initial Deposit shall be refunded to Purchaser and (ii) neither party hereto shall have any further obligation to the other, with the exception of those obligations which expressly survive the termination of this Agreement. If Purchaser fails to terminate this Agreement in the time and manner set forth in this Section 4.1, Purchaser shall fund the Additional Deposit into escrow in accordance with the provisions of Section 3.1(b) hereof and Purchaser shall be deemed to have irrevocably waived its right to terminate this Agreement pursuant to this Section 4.1.
Sample 1
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DUE DILIGENCE PERIOD; TERMINATION RIGHT. A. From and after the date hereof, and until the sooner of Closing or the termination of this Agreement, Buyer may cause one or more surveyors, attorneys, engineers, auditors, architects, and/or other experts of its choice to undertake an investigation into all aspects of the Property including, by way of illustration and not of limitation, title, structural integrity, evaluation of physical condition and mechanical, plumbing, electrical and HVAC systems, existence of hazardous substances or other environmental contamination concerns, surveys, engineering, economic feasibility, rent rolls, fitness for Buyer’s intended purposes and permits and approvals required for operation or future development. Sellers shall give Buyer access and entry on the Property at all reasonable times. Seller Deliverables. On or before the fifth (5th) business day following the Effective Date, Sellers shall deliver to Buyer or shall make available at the Property (to the extent not already provided to Buyer), for Buyer’s examination and copying (at Buyer’s expense), copies of all of the following listed on Schedule 3 hereto (collectively, “Seller Deliverables”) to the extent in the possession of Sellers or their agent. After the expiration of the Due Diligence Period, Buyer shall not have any option to condition its obligation to close the transaction based on a claim that the Seller Deliverables are deficient or incomplete. During the Due Diligence Period, and until Closing, for any entry onto the Property, subject to the rights of tenants under the Leases, Buyer shall give Seller twenty four hours’ written or telephonic notice prior to any entry onto the Property by Buyer or any of its representatives or agents. Sellers shall have the right to have one or more representatives accompany Buyer on all such inspections and Buyer shall not be permitted to enter the Property without a representative of Sellers unless Sellers have declined to have a representative present. After the expiration of the Due Diligence Period and the posting of its Second Deposit Buyer may enter the Property without a Seller representative provided that Buyer provides Sellers twenty-four hours’ notice. Notwithstanding anything to the contrary herein, Sellers shall have no liability whatsoever to Buyer with respect to any matter disclosed in the Sellers’ Deliverables, or actually known by Buyer or its agents or counsel prior to the end of the Due Diligence Period, subject to Sellers’ representations and war...
Sample 1
DUE DILIGENCE PERIOD; TERMINATION RIGHT. If LACSD is not satisfied with the Purchase Property for any reason, LACSD may terminate this Agreement by giving written notice of termination to CSA 70 D-1 and Escrow Holder (“Due Diligence Termination Notice”) on or before the expiration of the Due Diligence Period. In the event that LACSD fails to deliver LACSD’s Due Diligence Termination Notice on or before the expiration of the Due Diligence Period, LACSD shall have conclusively been deemed to have approved its due diligence investigation of the Purchase Property and waived its right to terminate this Agreement pursuant to this Section 2.4. If LACSD timely elects to terminate this Agreement pursuant to this Section 2.4, the Deposit shall be returned to LACSD and the parties shall have no further obligations hereunder except for obligations that expressly survive the termination hereof.
Sample 1

Related to DUE DILIGENCE PERIOD; TERMINATION RIGHT

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Expiration/Termination The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). The Company may terminate this Agreement at any time with or without cause upon not less than ten (10) days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time with or without cause upon not less than sixty (60) days’ prior written notice to the Company. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination. Upon expiration or termination of this Agreement, neither Consultant nor the Company will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by the Company, unless the Company specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to the Company all Work Product made through expiration or termination; (c) the Company will pay Consultant any monies due and owing Consultant, up to the time of termination or expiration, for Consulting Services properly performed and all authorized expenses actually incurred; (d) Consultant will immediately return to the Company all Company Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3 (last sentence), 4, 5, 6, 7, 8, 9, and 10 and the EU Data Privacy Exhibit will survive expiration or termination of this Agreement.

  • Additional Termination Rights In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

  • Non-Renewal Termination If the Agreement expires as set forth in Section 6(g) [Non-Renewal Termination], then, subject to Section 22 [Compliance with Section 409A], in addition to all salary, annual bonuses, expense reimbursements, benefits and accrued vacation days earned by the Executive pursuant to Section 4 through the date of the Executive’s termination of employment, the Executive shall be entitled to the compensation set forth in Sections 8(d)(i) through (v), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Notice and Date of Termination (a) Any termination of the Executive’s employment by the Company or by the Executive shall be communicated by a written notice of termination to the other party (the “Notice of Termination”). Where applicable, the Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Unless the Board or a committee thereof, in writing, provides a longer notice period, a Notice of Termination by the Executive alleging a termination for Good Reason must be made within one hundred eighty (180) days of the act or failure to act that the Executive alleges to constitute Good Reason.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

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