Common use of Due Diligence Termination Clause in Contracts

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. At 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 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 the expiration of 5:00 p.m., Pacific Time, on the Due Diligence PeriodApproval Date, Purchaser in which event the Earnxxx Xxxey Deposit and all interest earned thereon (net of investment charges) shall promptly be returned to Buyer, Buyer shall reimburse Seller (or Seller shall reimburse Buyer, as the case may terminate be, to the end that Buyer bears one-half of the cost of the Survey), for one-half of the cost of the Survey, this Agreement if Purchaser determinesshall become null and void and neither party shall have any further rights and obligations hereunder (subject, in its sole discretionhowever, that any to survival of Buyer's Indemnity for the Due Diligence Materials (as defined period specified in Section 6(i) below) either individually or in the aggregate reveal matter(s) that are not approved by Purchaser, by delivering 5.2). Buyer's failure to Seller (with a copy to the Escrow Company) written timely deliver its termination 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 abovein this Section 5.3 shall be deemed a waiver of Buyer's contingencies as set forth in this Article 5, whereupon the parties shall proceed to close 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. At 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, any Updated Survey, the results of the Inspections and all other matters respecting Buyer’s investigation of the Property. If Buyer, in its sole and absolute discretion, is not satisfied with any of the foregoing matters, then Buyer shall have the right to terminate this Agreement by delivery to Seller of written unconditional notice thereof delivered at any time prior to the expiration of 5:00 p.m., Central Time, on the Due Diligence PeriodApproval Date, Purchaser may terminate in which event the Exxxxxx Money Deposit and all interest earned thereon (net of investment charges) shall promptly be returned to Buyer, subject to the disbursement and payment release conditions set forth in Section 3.1, in which case this Agreement if Purchaser determinesshall become null and void and neither party shall have any further rights and obligations hereunder (subject, in its sole discretionhowever, that any to survival of Buyer’s Indemnity and other matters herein which expressly survive 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 early termination 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 Buyer’s failure to terminate the Agreement timely deliver its termination notice as provided abovein this Section 5.3 shall be deemed a waiver of Buyer’s contingencies described in this Section 5.3 and otherwise in this Agreement, whereupon the parties shall proceed to close the transaction contemplated by this Agreement shall close as provided herein, and Seller the Exxxxxx Money Deposit shall have no obligation be deemed non-refundable (except as otherwise expressly provided herein). Buyer hereby acknowledges that (i) it has heretofore had, and/or through the end of the Contingency Period it shall have, ample opportunity to eliminatereview and analyze the Due Diligence Materials, amelioratethe Title Commitment, or cure the Survey, any such matter(sUpdated Survey, the results of the Inspections and all other matters respecting the Property, and (ii) 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 the event this Agreement is not otherwise terminated by Buyer prior to the end of the Due Diligence Period in accordance with the provisions of Contingency Period, as permitted under 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 5.3 or under Article 4 above, then any future Inspections Buyer may conduct following the terms Contingency Period are solely being permitted as an accommodation to Buyer and the results of Section 4, and not same shall in no event be deemed to grant Buyer any further contingency under this Section 5(d), will govern with respect Agreement or serve as the basis for any right of Buyer to the treatment of any Disapproved Exceptionsterminate this Agreement.

Due Diligence Termination. At any time prior before expiration of the Due Diligence Period, Buyer may terminate this Agreement for no reason or any reason whatsoever by so notifying Seller. If Buyer terminates this Agreement (or is deemed to have terminated this Agreement), the Deposit shall be returned to Buyer in accordance with Section 2.1.4, Seller and Buyer shall bear equally the legal fees of Maryland and Virginia local counsel (DLA Piper) for the Transactions (but not for work done by such firm for Buyer in connection with the Lender Consents), title and escrow cancellation fees, and the parties shall have no further rights or obligations hereunder except those which expressly survive termination of this Agreement. If Buyer does not terminate this Agreement pursuant to this Section 4.5, then at any time before 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 Buyer shall deliver to Seller (with a copy to the Escrow Company) written notice of Purchaser’s disapproval its intention to proceed under the terms 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. PurchaserBuyer’s failure to deliver written the notice of its election intention to terminate proceed under the terms of 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 Purchasernotice of Buyer’s approval termination of all matters relating to the Property; provided, however, if Purchaser this Agreement under this Section 4.5. If Buyer has delivered a written notice identifying any Disapproved Exception in accordance with terms of Section 4 3 above, the terms of Section 4, and not this Section 5(d), 3 will govern with respect to the treatment of any Disapproved Exceptions. Buyer shall have no right to terminate the Agreement pursuant to this Section 4.5 after the expiration of the Due Diligence Period.

Due Diligence Termination. At any Except as otherwise provided herein, Buyer has reviewed the Property and is satisfied with the condition of the Property and therefore the Due Diligence Period has terminated without delivery of a Due Diligence Termination Notice, subject to the remainder of this paragraph. Notwithstanding the foregoing, the Deposit (including the Additional Deposit, when delivered) shall remain refundable and Buyer shall not be obligated to purchase the Property unless and until such time as the following each shall have occurred: (a) Buyer shall have received the Commitment; (b) two (2) business days shall have passed after Buyer's receipt of the Commitment (the "Commitment Deadline") and (c)(i) prior to the expiration of the Due Diligence PeriodCommitment Deadline, 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 Buyer shall not approved by Purchaser, by delivering to Seller (with a copy to the Escrow Company) have delivered written notice of Purchaser’s disapproval any title encumbrance, lien or exception (any, a "Title Issue") on the Real Property that requires corrective or curative action pursuant to Section 11(d) 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(a "Title Issue Notice"), or (ii) if Buyer shall have delivered a Title Issue Notice prior to the transaction contemplated by this Agreement shall close as provided hereinexpiration of the Commitment Deadline, and Seller shall have no obligation to eliminate, ameliorate, removed the Title Issue 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 procured a Closing Title Policy in accordance with Section 11(d) of the provisions of this Section 5(d) Agreement (it being understood and agreed by the parties that if Seller 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 not have done so in accordance with terms Section 11(d) of the Agreement then the remaining provisions of Section 4 above, the terms of Section 4, and not this Section 5(d), will govern 11(d) shall apply with respect to the treatment of any Disapproved Exceptionsparties' rights andobligations under the Agreement as amended by this Amendment). Without limiting the foregoing, Buyer shall deliver the Additional Deposit not later than July 22, 2004.