Due Diligence Termination. At any time prior to the expiration of the Due Diligence Period, Purchaser may terminate this Agreement if Purchaser determines, in its sole discretion, that any of the Due Diligence Materials (as defined in Section 6(i) below) either individually or in the aggregate reveal matter(s) that are not approved by Purchaser, by delivering to Seller (with a copy to the Escrow Company) written notice of Purchaser’s disapproval of any such matter(s) and, if elected by Purchaser, that Purchaser has elected to terminate this Agreement. If Purchaser notifies Seller that Purchaser disapproves of any such matter(s) but nevertheless does not elect to terminate the Agreement as provided above, the transaction contemplated by this Agreement shall close as provided herein, and Seller shall have no obligation to eliminate, ameliorate, or cure any such matter(s) disapproved by Purchaser. If Purchaser terminates this Agreement, Purchaser and Seller shall bear any title or escrow cancellation fees in equal amounts. Purchaser’s failure to deliver written notice of its election to terminate this Agreement prior to the end of the Due Diligence Period in accordance with the provisions of this Section 5(d) shall be conclusively deemed to be Purchaser’s approval of all matters relating to the Property; provided, however, if Purchaser has delivered a written notice identifying any Disapproved Exception in accordance with terms of Section 4 above, the terms of Section 4, and not this Section 5(d), will govern with respect to the treatment of any Disapproved Exceptions.
Due Diligence Termination. (a) Assignor shall afford any and all authorized representatives of the Company access, during normal business hours, to its employees, properties, books, contracts and records and shall furnish promptly all information concerning its business, properties and personnel and copies of any of its books, records or contracts as the Company or its representatives shall request; provided, that no investigation pursuant to this Section 6 shall effect or be deemed to modify any representation or warranty made in this Agreement by Assignor.
Due Diligence Termination. In addition to Buyer's right to approve the Title Commitment, the Survey and the Searches, as described in Article 4 hereof, the obligation of Buyer to close the transaction contemplated hereby is subject to Buyer's review of, approval of and satisfaction with, at its sole cost and expense, on or before the Due Diligence Approval Date, the Due Diligence Materials, the Title Commitment, the Survey, the results of the Inspections and all other matters respecting the Property. If Buyer, in its sole and absolute discretion, is not satisfied with any of the foregoing, then Buyer shall have the right to terminate this Agreement by delivery to Seller of written notice thereof delivered at any time prior to 5:00 p.m., Pacific Time, on the Due Diligence Approval Date, in which event this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder (subject, however, to survival of Buyer's Indemnity for the period specified in Section 5.2). Buyer's failure to timely deliver its termination notice as provided in this Section 5.3 shall be deemed a waiver of Buyer's contingencies described in this Section 5.3, whereupon the parties shall proceed to close the transaction contemplated by this Agreement as provided herein.
Due Diligence Termination. At any time prior to the expiration of the Due Diligence Period, Buyer may, by written notice to Shareholders, terminate this Agreement based on the results of Buyer's due diligence investigation with the effect set forth in Section 11.4, that is the Escrow Money Deposit shall be paid to Shareholders to compensate for the Shares having been taken off the market.
Due Diligence Termination. This Agreement may be terminated by Insight, by delivering written notice to Central of its election to terminate this Agreement, on or before July 15, 1998 (but in no event after Insight's funding of the escrow deposit described in Section 11.5), if Insight has determined in its sole discretion that, after completing its due diligence, Insight is not satisfied with any matter relating to the System or the transactions contemplated by this Agreement (including the Exhibits and Schedules to this Agreement).
Due Diligence Termination. All Agreements will permit the Buyer to terminate in the event that the results of the due diligence investigation are not satisfactory to Buyer. In As Is Agreements, the termination rights are more generous than the termination rights granted to the Buyer in a Full Representation Agreement. Since the Seller is making no representation with respect to the Assets, the Agreement should provide for the ability of Buyer to terminate the Agreement in the event the due diligence reveals any matter unacceptable to Buyer. In Full Representation Agreements, the Seller will negotiate to restrict the Buyer’s right to terminate the Agreement to a breach of representation, a breach of a convenant or other uncured defaults by the Seller under the Agreement.
Due Diligence Termination. Purchaser shall have the right, during the period commencing on the date hereof and expiring at 5:00 PM on February 26, 2016 (the “Due Diligence Period”), to inspect the Property and to investigate all matters relating thereto, including, but not limited to, existing zoning requirements, the physical condition of the Property, the environmental condition of the Property and its environs, and any other matters Purchaser deems relevant to its decision to purchase the Property (the “Due Diligence Investigation”). Purchaser shall have the right, in its sole discretion, for any reason or no reason at all, to terminate this Agreement by notice to Seller and Escrow Agent given within the Due Diligence Period, and this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. In the event that Purchaser’s preliminary environmental site assessment report identifies areas of concern that require soil borings or water samplings (“Phase II Testing”), Purchaser shall have the right to conduct the Phase II Testing so long as Purchaser provides Seller with copies of such report and scope of proposed sampling work, methodology and names of contractors performing the work using commercially reasonable standards. Within five (5) days of the date of this Agreement, Seller shall provide Purchaser with any and all due diligence materials in Seller’s possession relating to the Property, including, but not limited to, back title, surveys, plans, copies of all municipal approvals documents, environmental reports, and the current year property tax bxxx (the “Due Diligence Materials”). Failure to provide to provide the Due Diligence Materials within five (5) days of the date of this Agreement shall automatically extend the Due Diligence Period for each day of delay in providing. If Purchaser is proceeding with its due diligence investigation in good faith and needs additional time to complete same, Purchaser shall have the right to a fifteen (15) day extension of the Due Diligence Period upon written notice to Seller prior to the end of the Due Diligence Period. Purchaser agrees to indemnify against and hold Seller harmless from any liabilities, costs, expenses (including reasonable attorneys' fees and costs actually incurred) damages or injuries incurred by Seller by reason of the activities on the Property by Purchaser or its agents, and such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of thi...
Due Diligence Termination. MP Corp. and MP Bank may terminate ------------------------- this Agreement by giving written notice to Miners, if any matter or thing has come to the attention of MP Corp. in the course of its due diligence investigation or otherwise with respect to Miners that, in its sole opinion, leads it to believe that any such matter or thing materially and adversely affects the financial or business performance or prospects of Miners so that it would be inadvisable for MP Corp., in its sole and exclusive judgment, exercised in a commercial and reasonable manner, to proceed with this transaction.
Due Diligence Termination. Purchaser shall have until 5:00 p.m. Hawaii time on the last day of the Due Diligence Period in which to (a) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Property and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (b) obtain all necessary internal approvals, and (c) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, this Agreement shall terminate without notice by Purchaser if Purchaser fails to give a written notice of acceptance of the Property to Seller and Escrow Agent (the “Due Diligence Acceptance Notice”) on or before 5:00 p.m. Hawaii time on the last day of the Due Diligence Period. If Purchaser gives a Due Diligence Acceptance Notice, this Agreement shall continue in full force and effect and Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4.
Due Diligence Termination. Buyer may, by written notice to Sellers' Agent within the time period specified in Section 6.13, terminate the Agreement if it is dissatisfied, acting reasonably, with its due diligence of the Company and its operations. In such case each party shall bear its own costs and expenses; provided, however, nothing contained within Section 12.03 shall relieve any party from responsibility for any breach that occurred prior to such termination.
