Common use of Due Diligence/Termination Right Clause in Contracts

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. Purchaser shall have through the last day of the Inspection Period in during which to (a) review, examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Property Properties and, in Purchaser’s sole and absolute judgment and discretion, determine whether the Property is Properties are acceptable to Purchaser, (b) obtain all necessary internal approvals, (c) negotiate and approve the loan documents evidencing and securing an $81,200,000.00 acquisition loan (the “Loan”) from Special Situations Investing Group II, LLC (the “Lender”) on terms and conditions acceptable to Purchaser, and (cd) 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 may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (notice thereof being a the “Due Diligence Termination Notice”), failing ) on or before 5:00 p.m. Chicago time on the last day of either of which, the Inspection Period. If Purchaser shall be deemed to have timely delivered does not give 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 4.44.5, and Purchaser shall be deemed to have acknowledged and agreed that it has received or had access to all Property Documents and Documents, that it has conducted all inspections and tests of the Property Properties that it considers importantimportant and that the documents evidencing the Loan last revised by Lender or Lender’s counsel (the “Approved Loan Documents”) are acceptable to Purchaser.

Due Diligence/Termination Right. Purchaser shall have through the last day of the Inspection Period in which right to (ai) examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “"Property Documents”") and the Property ------------------ and, in Purchaser’s 's sole and absolute judgment and discretion, determine whether the Property is acceptable to Purchaser, (bii) obtain all necessary internal approvals, and (ciii) 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 may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (notice thereof being a “the "Due Diligence Termination Notice”), failing ") -------------------------------- on or before the last day of either of which, the Inspection Period. If Purchaser shall be deemed to have timely delivered does not give 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 4.44.5, 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. Agreement of Purchase and Sale - (1111 Durham Ave., S. Plainfield, NJ) - Page 8 ----------------------------------------------------------------------

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 and any other information provided by Seller in connection with the transactions contemplated by this Agreement (including any notes, memoranda, summaries, analyses, compilations, and other writings relating to the Property Information or the Additional Property Information or based on the Property Information or the Additional Property Information prepared by or on behalf of Purchaser, 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 may terminate this Agreement for any reason or no reason by giving written notice of termination to Seller and Escrow Agent (notice thereof being a the “Due Diligence Termination Notice”), failing ) on or before the last day of either of which, the Inspection Period. If Purchaser shall be deemed to have timely delivered does not give 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 4.44.7, 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 Properties (subject to compliance with the provisions of this Article 4) 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 may terminate this Agreement for any reason or no reason by giving written notice of termination to Sellers and Escrow Agent (notice thereof being a the “Due Diligence Termination Notice”)) on or before the last day of the Inspection Period. If Purchaser does not provide Sellers with written notice (“Due Diligence Acceptance Notice”) that Purchaser desires to close the transaction evidenced by this Agreement on or before the last day of the Inspection Period, failing of either of which, then Purchaser shall be deemed to have timely delivered a Due Diligence Termination NoticeNotice and this Agreement shall automatically terminate. If, and only if, If Purchaser timely delivers a provides the Due Diligence Approval Acceptance 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.