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
Due Diligence Period; Termination Right. Buyer shall have through the last day of the Due Diligence Period in which to examine, inspect, and investigate the Property Documents and all matters relating to the Property and Xxxxx’s purchase thereof and, in Xxxxx’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Buyer. If Buyer is not satisfied with any of the foregoing matters, Buyer may terminate this Agreement by giving written notice of termination to Seller and Escrow Holder (“Due Diligence Termination Notice”) on or before the last day of the Due Diligence Period. In the event that Xxxxx fails to deliver Xxxxx’s Due Diligence Termination Notice on or before the expiration of the Due Diligence Period, Buyer shall have conclusively been deemed to have approved its due diligence investigation of the Property and waived its right to terminate this Agreement pursuant to this Section 3.5. If Buyer timely elects to terminate this Agreement pursuant to this Section 3.5, the Deposit shall be returned to Buyer 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

  • Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.

  • On Termination In the event this Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney's fees and expenses, of every kind and nature whatsoever (collectively, "Losses"), that may be imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner.

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