Due Diligence/Termination Right. Purchaser shall have through the last day of the Inspection Period in which to (i) 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, (ii) obtain all necessary internal approvals, and (iii) satisfy all other contingencies of Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Title Company (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4, and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important.
Due Diligence/Termination Right. Purchaser shall have through 5:00 p.m. Dallas, Texas time on the last day of the Inspection 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, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the “Due Diligence Termination Notice”) prior to 5:00 p.m. Dallas, Texas time on the last day of the Inspection Period. In the event that Purchaser obtains an environmental report (including a Phase II environmental site assessment) from a third-party service provider that identifies one or more recognized environmental conditions indicating the presence of Hazardous Materials or should a Phase I environmental site assessment recommend performance of a Phase II environmental site assessment (the “Hazardous Materials Condition”), then Purchaser shall be entitled to terminate this Agreement upon written notice to Seller delivered prior to the expiration of the Inspection Period (the “Environmental Termination Notice”), in which event the Xxxxxxx Money shall be returned to Purchaser, as described in Section 3.4 above. If Purchaser does not timely give a Due Diligence Termination Notice or an Environmental Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4, and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important.
Due Diligence/Termination Right. Purchaser shall have through the last day of the Inspection 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, Purchaser shall have the right, on or before the end of the Inspection Period, to notify Seller either that (i) it is satisfied with its examinations, inspections and investigations with respect to the Property (such notice being a “Due Diligence Approval Notice”) or (ii) it is terminating this Agreement for any reason or no reason (notice thereof being a “Due Diligence Termination Notice”), failing of either of which, Purchaser shall be deemed to have timely delivered a Due Diligence Termination Notice. If, and only if, Purchaser timely delivers a Due Diligence Approval Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.4, and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important.
Due Diligence/Termination Right. This Agreement may ------------------------------- be terminated by Purchaser, if (i) any of the representations and warranties (without regard to any standards of materiality or Material Adverse Effect in such representation or warranty) of Seller contained in this Agreement fails to be true and correct in all material respects (it being agreed that a representation and warranty shall be deemed not to be true and correct in all material respects if the effect of such inaccuracy (A) would cause any item on the Balance Sheet set forth on Schedule 3.5 of the Company Disclosure Schedule to be misstated in an amount equal to or greater than $3,000,000 with respect to any individual item or to be inaccurate or misstated in amounts equal to or greater than $300,000 individually which aggregate at least $5,000,000 or (B) would cause any income statement or cash flow item for purposes of 1998 historical financial statements or any future annual period(s) to be inaccurate or misstated in an amount equal to or greater than $500,000 with respect to any individual item or to be inaccurate or misstated in amounts equal to or greater than $150,000 individually which aggregate at least $1,000,000); and (ii) Purchaser gives written termination notice to Seller within 21 days after the date hereof specifying in detail the reasons for such termination (under clause (i) above) (the "Due Diligence Termination Notice"). If the Due Diligence Termination -------------------------------- Notice is delivered to Seller in accordance with this Section 9.1, this Agreement shall automatically terminate 72 hours after such Due Diligence Termination Notice is received by Seller unless such Due Diligence Termination Notice is revoked by Purchaser prior to the expiration of such 72-hour period. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that if Purchaser does not terminate this Agreement pursuant to and in accordance with the provisions of this Section 9.1 after delivery of a Due Diligence Termination Notice to Seller, then Purchaser may not thereafter assert, or bring any claim for indemnification pursuant to Article X for a breach or an inaccuracy in any of the representations or warranties contained in Article III or a failure of any condition set forth in Article VII based upon or relating to any items identified in such Due Diligence Termination Notice.
Due Diligence/Termination Right. Purchaser shall have through the last day of the Inspection 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, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If Purchaser timely gives a Due Diligence Termination Notice, the Non-Refundable Deposit shall be immediately disbursed to Seller and the remaining balance of the Xxxxxxx Money shall be immediately returned to Purchaser, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If Purchaser does not timely give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and Purchaser shall be deemed to have acknowledged that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important. If Purchaser timely gives a Due Diligence Termination Notice but does not deposit the Non-Refundable Deposit as required by Section 3.1, Purchaser shall be obligated to pay the Non-Refundable Deposit to Seller and Seller shall have the right to recover the Non-Refundable Deposit from Purchaser, anything herein to the contrary notwithstanding.
Due Diligence/Termination Right. Buyer shall have the right to terminate this Agreement by delivering written notice of termination to Seller at any time prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date if for any reason Buyer is not satisfied with its tests, inspections or investigations of the Property or for any other reason or for no reason at all. If Xxxxx decides in its sole and absolute discretion to proceed with the purchase and sale transaction described herein beyond the Due Diligence Expiration Date, Buyer shall deliver to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date a written notice electing to proceed with such transaction (the “Notice to Proceed”). If Buyer delivers its written notice of termination to Seller prior to 5:00 p.m. (Pacific Time) on the Due Diligence Expiration Date or fails to deliver its written Notice to Proceed to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date, this Agreement shall be deemed cancelled and of no further force or effect (except those provisions hereof which are expressly stated to survive termination) and the Escrow Agent shall return the Deposit less the Independent Contract Consideration to Buyer. If Buyer delivers its Notice to Proceed to Seller prior to 5:00 p.m. (Pacific time) on the Due Diligence Expiration Date, then Buyer shall be deemed to have waived such termination right set forth in this Section 5.1(h) and to have affirmatively and expressly approved and accepted, subject to the terms and conditions of this Agreement, the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions or any other matter which was or could have been inspected or examined by Buyer prior to the Due Diligence Expiration Date.
Due Diligence/Termination Right. PRLP shall have the right at any time on or before the expiration of the Due Diligence Period (the “Due Diligence Termination Date”) at PRLP’s election, in its sole and absolute discretion, to terminate this Agreement with respect to any Property if PRLP determines in good faith that all or any portion of such Property (each such Property, an “Objectionable Property”) is not acceptable to PRLP; provided, that, promptly upon such determination, PRLP shall deliver to Landmark a written notice (“Property Objection Notice”) identifying the Objectionable Property and any conditions, deficiencies or matters which PRLP deems unacceptable (collectively, the “Property Objections”), and, for thirty (30) days following the Property Objection Notice, the Parties shall cooperate in good faith to cure and resolve, at no cost to Landmark (unless Landmark, in its sole and absolute discretion, elects to cover the cost to cure and resolve such Property Objections or to provide a credit in the amount of the cost to cure and resolve such Property Objections against the Allocated Transaction Value for the applicable Property at Closing), the Property Objections that are capable of cure or resolution, in each case to PRLP’s reasonable satisfaction; provided, further, that if the Parties are unable to resolve all of the Property Objections to PRLP’s reasonable satisfaction within thirty (30) days following the Property Objection Notice, PRLP shall have the right to terminate this Agreement, at PRLP’s election and in its sole and absolute discretion, as to the Objectionable Property (but not as to any other Property), in which event the Allocated Deposit for the Objectionable Property shall be returned to PRLP, the Objectionable Property shall be designated as a Kick-Out Property, and the Parties shall have no further obligations or liabilities under this Agreement with respect to the Objectionable Property only (other than the Surviving Obligations). In the event that PRLP fails to deliver a written notice to Landmark and Escrow Agent waiving its termination right hereunder on or before the Due Diligence Termination Date, then PRLP shall be deemed to have waived its right to terminate this Agreement under this Section 5.5 and the Parties shall proceed to Closing.
Due Diligence/Termination Right. Purchaser shall have until Closing in which to (a) examine, inspect, and investigate the 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, Purchaser may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Title Company (the “Due Diligence Termination Notice”) on or before the last day of the Inspection Period. If Purchaser does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.3.
Due Diligence/Termination Right. If BUYER is not satisfied with the Property for any reason, BUYER may terminate this Agreement by giving written notice of termination to SELLER and Escrow Holder (“Due Diligence Termination Notice”) on or before the expiration of the Due Diligence Period. In the event that BUYER fails to deliver BUYER’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 2.3.
Due Diligence/Termination Right. 41 ARTICLE X Indemnification
