Common use of Election to Terminate Clause in Contracts

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's election to terminate this Agreement and the Escrow ("Buyer's Election to Terminate"), not later than 11:00 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of Buyer's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's election to terminate this Agreement and the Escrow ("Buyer's Election to Terminate"), not later than 11:00 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of Buyer's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 5:00 p.m. Eastern Time PST on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's ’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of ’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's ’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon In the event of any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow AgentHolder. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid equally by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11:59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer's Election Not one or more Objection Notices prior to Terminate pursuant to Section 4.3 hereof, which failure shall be the expiration of the Investigation Period and Seller timely elects (or is deemed to constitute Buyer's delivery elect) not to cure any of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer's ’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer the Objection Matters within the Cure Deadline, then Buyer may elect to terminate this Agreement and by giving Seller Buyer’s Election to Terminate not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. Upon any timely election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's election to terminate this Agreement and the Escrow ("Buyer's Election to Terminate"), not later than 11:00 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of Buyer's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's election to terminate this Agreement and the Escrow ("Buyer's Election to Terminate"), not later than 11:00 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of Buyer's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer Xxxxx delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11:59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer's Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute Buyer's delivery cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer's ’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement and by giving Seller Buyer’s Election to Terminate not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 5:00 p.m. Eastern Time PST on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's ’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of ’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2; and/or (c) by failing to timely deliver to Escrow Holder the Second Deposit pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's ’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent Holder shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow AgentHolder. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid equally by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's election to terminate this Agreement and the Escrow ("Buyer's Election to Terminate"), not later than 11:00 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) by failing to timely deliver to Seller Buyer's Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of Buyer's Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Upon the termination of this Agreement, Buyer shall, at Seller’s election and at no cost to Seller in connection with the Third Party Reports shall be reimbursed (but without representation or paid warranty of any kind), furnish to Seller copies of any third-party reports received by Buyer within five (5) Business Days following Buyer’s receipt relating to any of the applicable invoices and confirmation Inspections. Upon any termination of payment this Agreement (other than a termination resulting from a default by Seller), with respect Buyer shall at Seller’s request, at no cost to Buyer assign all of its right, title and interest in any amounts such third party reports to be reimbursed directly to SellerSeller (without representation or warranty of any kind). This Section 3.4 shall survive the Closing and/or the termination of this Agreement in all events.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11:59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer's Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute Buyer's delivery cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer's ’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement and by giving Seller Buyer’s Election to Terminate not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.this

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11.59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer's Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute Buyer's delivery cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer's ’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement and by giving Seller Buyer’s Election to Terminate not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause the Deposit (on that portion thereof previously paid to Escrow Agent), to be paid to Buyer the Initial Deposit, together with all interest accrued thereonBuyer. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11:59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or or (b) by failing to timely deliver if Buyer shall have delivered to Seller Buyer's Election Not one or more Objection Notices prior to Terminate the expiration of the Investigation Period and Seller timely elects (pursuant to Section 4.3 hereofSeller’s Cure Election Notice), which failure shall be deemed not to constitute Buyer's delivery cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer's ’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects to cure all of such Objection Matters, if Seller fails to cure to the satisfaction of Buyer all of the Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement and by giving Seller Buyer’s Election to Terminate not later than 11:59 p.m. on the Escrow pursuant to this Section 4.2date that is five (5) Calendar Days after the expiration of the Cure Deadline. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause the Deposit (on that portion thereof previously paid to Escrow Agent), to be paid to Buyer the Initial Deposit, together with all interest accrued thereonBuyer. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoever, Buyer may elect to terminate this Agreement and the Escrow at any time: (a) by giving Seller written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11:59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or (b) if Buyer shall have delivered to Seller one or more Objection Notices prior to the expiration of the Investigation Period and Seller timely elects (pursuant to Seller’s Cure Election Notice) not to cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after the expiration of the Cure Election Deadline; or (c) if Buyer shall have given one or more Objection Notices prior to the expiration of the Investigation Period and Seller elects to cure such Objection Matters, if Seller fails to cure to the satisfaction of Buyer the Objection Matters within the Cure Deadline, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on or before the date that is five (5) Calendar Days after the expiration of the Cure Deadline; or (d) if Buyer shall have delivered to Seller one or more New Matters Objections Notice within the time period provided for in Section 4.1(d)(ii) of this Agreement and Seller timely elects (pursuant to Seller’s New Matters Cure Notice) (or is deemed to have elected) not to cure one or more of such New Matters Objections, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on the date that is five (5) Calendar Days after Buyer’s receipt of Seller’s New Matters Cure Notice; or (e) if Buyer shall have given one or more New Matters Objections Notice within the time period provided for in Section 4.1(d)(ii) of this Agreement and Seller elects to cure such New Matters Objections, if Seller fails to cure to the satisfaction of Buyer the New Matters Objections within the time period provided for in Section 4.1(d)(iv) of this Agreement, then Buyer may terminate this Agreement by giving Seller written notice of Buyer’s Election to Terminate not later than 11:59 p.m. on or before the Closing Date; or (f) by failing to timely deliver to Seller Buyer's ’s Election Not to Terminate pursuant to Section 4.3 hereof, which failure shall be deemed to constitute Buyer's delivery of Buyer's ’s Election to Terminate this Agreement and the Escrow pursuant to this Section 4.2. Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from Seller, Escrow Agent shall cause to be paid to Buyer the Initial Deposit, together with all interest accrued thereon. Seller and Buyer shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.

Election to Terminate. In the event Buyer desires to terminate this Agreement and the Escrow for any reason or for no reason whatsoeverEscrow, Buyer may elect to terminate this Agreement and the Escrow at any timeEscrow: (a) for any reason or for no reason whatsoever by giving Seller Sellers written notice of Buyer's ’s election to terminate this Agreement and the Escrow ("“Buyer's ’s Election to Terminate"”), not later than 11:00 11:59 p.m. Eastern Time on the date of expiration of the Investigation Period; and/or or (b) by failing if Buyer shall have delivered to any Seller one or more Objection Notices prior to ten (10) Calendar Days before the expiration of the Investigation Period and such Seller timely deliver to Seller Buyer's Election Not to Terminate elects (pursuant to Section 4.3 hereofsuch Seller’s Cure Election Notice), which failure shall be or is deemed to constitute Buyer's delivery have elected, not to cure one or more of such Objection Matters, then Buyer may terminate this Agreement by giving Sellers written notice of Buyer's ’s Election to Terminate not later than 11:59 p.m. on the date of expiration of the Investigation Period; or (c) if Buyer shall have given one or more Objection Notices prior to ten (10) Calendar Days before the expiration of the Investigation Period and any Seller timely elects to cure all of such Objection Matters, if such Seller fails to cure to the reasonable satisfaction of Buyer all of such Objection Matters on or before the Cure Deadline, then Buyer may elect to terminate this Agreement by giving Sellers Buyer’s Election to Terminate on the Closing Date (or before the Closing Date to the extent such matters were to be cured and were not cured by Seller five (5) Business Days prior to the Escrow pursuant to this Section 4.2Closing Date). Upon any election (including any deemed election) by Buyer to terminate this Agreement and the Escrow pursuant to this Section 4.2, this Agreement shall automatically terminate (other than those provisions which expressly provide that they survive any termination of this Agreement). Within two (2) Business Days after Buyer delivers Buyer's ’s Election to Terminate to Seller Sellers pursuant to this Section 4.2 (or within two (2) Business Days after Buyer is deemed to have elected to terminate this Agreement and the Escrow pursuant to this Section 4.2, as applicable), and without the need of any further authorization or consent from SellerSellers, Escrow Agent shall cause the Deposit to be paid to Buyer the Initial Deposit, together with all interest accrued thereonBuyer. Seller Sellers and Buyer shall execute such cancellation instructions as may be reasonably necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any escrow cancellation, title costs (including cancellation costs) or other cancellation costs in connection therewith shall be borne by Seller. All costs incurred by Seller in connection with the Third Party Reports shall be reimbursed or paid by Buyer within five (5) Business Days following Buyer’s receipt of the applicable invoices and confirmation of payment by Seller, with respect to any amounts to be reimbursed directly to Seller.