Expiration of Due Diligence Period. Buyer shall approve or disapprove, in writing, Buyer's due diligence on or before expiration of the Due Diligence Period. If Buyer disapproves Buyer's due diligence, in writing, on or before expiration of the Due Diligence Period, this Agreement shall terminate and Escrow Holder shall deliver to Buyer the Deposit and thereafter, neither Seller nor Buyer shall have any further obligation or liability under this Agreement, except for the Obligations Surviving Termination (as hereinafter defined).
Expiration of Due Diligence Period. Buyer shall have until expiration of the Due Diligence Period to deliver notice to Seller and Title Company that Buyer has approved its due diligence evaluation of the Property (the “Approval Notice”), which Buyer may approve or disapprove in its sole and absolute discretion. During the Due Diligence Period, Buyer may send a notice terminating this Agreement because, based on the results of its due diligence evaluation of the Property, Buyer elects not to purchase the Property (“Termination Notice”). Notwithstanding anything herein contained to the contrary, Buyer shall not give the Approval Notice unless it has obtained the Order prior to such Approval Notice. However, Buyer may send the Termination Notice at any time during the Due Diligence Period. If Buyer does not deliver the Approval Notice to Seller before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement. If Buyer elects, or is deemed to have elected, to terminate this Agreement in accordance with this Section 4(f), Seller shall cause the Title Company to return the Deposit plus interest accrued thereon to Buyer, and neither party shall have any rights or obligations hereunder (except to the extent otherwise provided herein). If Buyer timely gives the Approval Notice (and has theretofore obtained the Order), this Agreement shall continue in effect and the Deposit shall be deemed nonrefundable to Buyer.
Expiration of Due Diligence Period. If any of the matters in Section 3.01 or any other title or survey matters are unsatisfactory to Purchaser for any reason, or for no reason whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall have the right to terminate this Agreement by giving written notice to that effect to Seller and Title Company no later than 5:00 p.m. on the date of expiration of the Due Diligence Period. If Purchaser provides such notice, this Agreement shall terminate and be of no further force and effect. If Purchaser fails to provide Seller with written notice of termination prior to the expiration of the Due Diligence Period, Purchaser’s right to terminate under this Section 3.01 shall be permanently waived and this Agreement shall remain in full force and effect, and Purchaser’s obligation to purchase the Property shall be conditional only as specifically provided in this Agreement.
Expiration of Due Diligence Period. Buyer shall, in its sole discretion, approve or disapprove, in writing, Buyer's due diligence on or before expiration of the Due Diligence Period. If Buyer disapproves Buyer's due diligence, in writing, on or before expiration of the Due Diligence Period, this Agreement shall terminate and Escrow Holder shall deliver to Buyer the Deposit and thereafter, neither Seller nor Buyer shall have any further obligation or liability under this Agreement, except for the Obligations Surviving Termination (as hereinafter defined).
Expiration of Due Diligence Period. Prior to the execution of this Agreement, the Buyer was given a period of time to undertake its due diligence review of the Property (the “Due Diligence Period”). The Due Diligence Period expired at 6:00 p.m. Eastern Time on March 27, 2007. Except for certain title matters which Seller already is obligated to cure or to address as expressly set forth in Article 7 above, Buyer has accepted all other aspects of the condition of the Property and shall no longer have the right to terminate the P&S Agreement on account thereof. The Due Diligence Period as defined in this Section 8.3 has terminated. Notwithstanding the foregoing, Buyer shall have the right to continue to have access to the Property for further review and inspection pursuant to Section 8.1, but Buyer shall not be entitled to terminate this Agreement based upon such further inspection, except as expressly provided in clause (d) of Section 4.2.
Expiration of Due Diligence Period. Buyer hereby acknowledges and agrees that the Due Diligence Period has expired as of the Effective Date and that Buyer may terminate this Agreement hereinafter only pursuant to and in accordance with Section 5(a) (Buyer’s Conditions), Section 6(c) (Seller’s Default) or Section 11 (Risk of Loss) of this Agreement below.
Expiration of Due Diligence Period. The Due Diligence Period shall expire upon the full execution of this Amendment. Buyer hereby waives its right to terminate the Purchase Agreement pursuant to Section 5.3
Expiration of Due Diligence Period. Except as provided in this Section 13.1 and the Surviving Obligations, Purchaser shall have the right to elect to terminate this Agreement by giving written notice ("PURCHASER'S TERMINATION NOTICE") of such election to Seller and U S WEST at any time prior to 5:00 p.m., Eastern Standard Time, on the date which is thirty (30) days after the date hereof ("DUE DILIGENCE EXPIRATION DATE") as a result of the occurrence of a Material Adverse Effect caused by a breach of a representation or warranty contained in Articles 3 and 5 of this Agreement; PROVIDED, HOWEVER, notwithstanding anything in this Agreement, at law or in equity to the contrary, Purchaser shall not have any right to terminate this Agreement as a result of (i) any litigation that may arise out of or with respect to the Xxxxxxxx Contract or the Four Cities Contract at any time after the execution and delivery of this Agreement or (ii) any attempt to terminate, the termination of or a breach of the Xxxxxxxx Contract or the Four Cities Contract. If for any reason whatsoever Seller and U S WEST shall not have received Purchaser's Termination Notice prior to the Due Diligence Expiration Date (in accordance with the foregoing provisions), Purchaser shall be deemed to have irrevocably waived the right of termination granted under this Section 13.1, and such right of termination may no longer be exercised.
Expiration of Due Diligence Period. (a) On or before 5:00 p.m. on December 19, 2015 (“Due Diligence Expiration Date”), Buyer shall deliver to Sellers written notice (“Buyer’s Notice”) specifying either (i) Buyer has approved of all matters subject to Buyer’s review, investigation and satisfaction during the Due Diligence Period and elects to proceed to Closing; or (ii) Buyer disapproved of one or more matters subject to Buyer’s review, investigation and satisfaction during the Due Diligence Period and elects not to proceed to Closing. Should Buyer fail to deliver Buyer’s Notice on or before the Due Diligence Expiration Date, Buyer shall be deemed to have approved of all matters subject to Buyer’s review, investigation and satisfaction during the Due Diligence Period and elected to proceed to Closing pursuant to subpart (i) immediately above.
(b) Notwithstanding the above, in the event Buyer does not deliver the Buyer’s Notice or delivers the Buyer’s Notice on or before the Due Diligence Expiration Period electing to proceed to Closing and Buyer cannot close on the purchase of the Stock on or before February 1, 2016 due to a lack of sufficient financing to fund the Purchase Price, Buyer shall reimburse Sellers for their reasonable attorney’s fees incurred that are related to the sale and purchase of the Stock (“Sellers’ Closing Fees”) up to and including One Hundred Thousand and 00/100 Dollars ($100,000) which shall be paid within thirty (30) days after Sellers deliver to Buyer documents, including invoices from their counsel, showing the legal fees incurred.
(c) In the event the sale of the Stock from Sellers to Buyer is consummated under this Agreement or any other agreement and closes on or before April 30, 2016, Buyer shall receive a credit toward the purchase price of one half of Sellers’ Closing Fees paid to Sellers pursuant to Section 9.4(b) above.
Expiration of Due Diligence Period. On or before November 8, 2018 (“Due Diligence Expiration Date”), Buyer shall deliver to Sellers written notice (“Buyer’s Notice”) specifying either (i) Buyer has approved the Due Diligence Conditions during the Due Diligence Period and elects to proceed to Closing; or (ii) Buyer disapproved of one or both of the Due Diligence Conditions during the Due Diligence Period and elects not to proceed to Closing. Should Buyer fail to deliver Buyer’s Notice on or before the Due Diligence Expiration Date, Buyer shall be deemed to have approved of the Due Diligence Conditions during the Due Diligence Period and elected to proceed to Closing pursuant to subpart (i) immediately above. For the purposes of this Section 5.4, the “Due Diligence Conditions” shall be (i) the satisfaction of the condition in Section 7.9 (Title Commitments) and (ii) receipt of environmental site assessments with respect to the real property in which the Resorts are located to the reasonable satisfaction of Buyer and its lenders.
