Common use of Purchaser’s Right to Terminate Clause in Contracts

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – — namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, GeorgiaGA), Prattcenter (Prattville, AL), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing Prattcenter (EvansPrattville, GeorgiaAL), Valley Corners (Hickory, NC), Northcrest Xxxxxxx Crossing (CharlotteEvans, NCGA) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Notwithstanding any provision contained herein, in addition to its right to terminate this Agreement as set forth in Section 2.01(d), if (a) Purchaser is not satisfieddetermines, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the that any Property or otherwise elects is not to proceed to closing for any reasonsatisfactory, or for no reason, and Purchaser may terminate this Agreement by giving provides written notice thereof to Seller on or before expiration of the Inspection Period, or (b) Purchaser and Escrow AgentLessee are unable to agree upon the terms and conditions of the Lease as provided in Section 1.03, or (c) Purchaser fails to obtain the approval of any material change to the terms of the Transaction from Purchaser’s Investment Committee prior to Closing, then Purchaser shall have the option to (i) terminate this Agreement, in which notice must event neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination, or (ii) remove the applicable Property or Properties from the Properties to be conveyed hereunder, with an appropriate adjustment to the Purchase Price, if an adjustment can be agreed upon by Seller and Purchaser, and proceed to close with respect to the remaining Properties. If this Agreement is terminated for any reason by either party, Purchaser agrees, within 15 days after the date of termination to deliver to Seller copies of all title reports, title commitments, surveys, written geotechnical engineering reports and written environmental reports prepared by third parties for Purchaser during the period of time in which this Agreement is in effect provided that Seller pays all costs due in accordance with Section 1.05, and to return to the Seller all written materials concerning the Property previously delivered by Seller to Purchaser pursuant to this Agreement or otherwise. All third party reports and studies shall be delivered to Seller for information only without any right to rely thereon and Escrow Agent on without any representation or before 5:00 p.m., Central Time, on the last day warranty of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contractstype.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing Prattcenter (EvansPrattville, GeorgiaAL), Valley Corners (Hickory, NC), Xxxxxxx Crossing (Evans GA) and Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly - 10 - return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement in its entirety by giving written notice thereof setting forth the basis for such termination (the “Termination Notice”) received by Seller prior to 5:00 p.m. on the date that is ten (10) days after the Effective Date, time being of the essence (the “Due Diligence Date”) if the results of the “Phase 2” Environmental investigations for the SA Parcel that are the subject of an agreement dated July 1, 2013 (the “Access Agreement”) discloses any condition upon the Property which will prevent, limit, or materially and adversely affect Purchaser's ability to use the Property as currently operated or (b) any physical defect or violation of any legal requirement or other contract or agreement affecting the Property (including, without limitation, the presence of hazardous materials or wastes, or other adverse environmental condition).; and, in either case, Seller is unable to correct or cure such condition within thirty (30) days after notice to Seller and Escrow Agent(a "Due Diligence Notice"), which notice must be delivered given to Seller prior to the Due Diligence Date, then Purchaser shall also have the right to terminate this Agreement within five (5) business days after the expiration of Seller's thirty (30) day cure period, and Escrow Agent on or before 5:00 p.m., Central Time, on the last day Purchaser shall receive a return of the Study PeriodDown Payment (the foregoing, TIME BEING OF THE ESSENCEthe "Due Diligence Termination Right”). If In the event Purchaser timely terminates exercises its termination right pursuant to this Agreement as aforesaidSection 1.8, then Seller and Purchaser shall hereby jointly and irrevocably direct First American to promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit Down Payment to Purchaser. From and after ; and, upon Purchaser’s timely termination receipt of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunderDown Payment, this Agreement shall remain cease, terminate, and be of no further force or effect whatsoever. If Seller and Purchaser disagree as to whether or not Seller has fully cured any objection raised by Purchaser, First American shall continue to hold the Down Payment until either (i) Seller and Purchaser jointly direct First American, in full force and effectwriting, unmodified in any respect. Notwithstanding anything contained herein as to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration proper disbursement of the Study PeriodDown Payment, such notice of termination shall likewise be deemed or (ii) a final and unappealable court order directs First American as to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any proper disposition of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland ContractsDown Payment.

Purchaser’s Right to Terminate. If Purchaser is not satisfiedtimely notifies Seller in writing of Title Objections prior to the expiration of the Title Review Period, in its sole and absolute discretionSeller will, with the results within five (5) Business Days after Seller's receipt of Purchaser’s Inspections 's notice (such 5-Business Day period is called the "Seller Notice Period"), notify Purchaser in writing ("Seller's Title Notice") of the Title Objections that Seller will attempt to cure at Seller's sole cost and expense and/or of the Title Objections that Seller cannot or will not cure at Seller's expense; provided, however, that notwithstanding anything to the contrary provided herein, Seller shall be required to take the following actions regarding any Title Objections that are timely raised by Purchaser: (a) satisfy all mortgages, deeds of trust, liens and similar monetary encumbrances on the Real Property (provided the same are in a liquidated amount) that have been executed by Seller, and satisfy or transfer to bond all liens that arise in connection with any work or services performed or materials, supplies or other property delivered to the Real Property at the request of Seller and all judgments in a liquidated amount against Seller, other than non-delinquent taxes and assessments (collectively, "Seller's Liens"); (b) pay any delinquent taxes or other amounts then due and payable by Seller to any governmental entity and relating to any period prior to the Closing (but Seller shall not be required to pay any such amounts that are payable by any tenant of the Property); and (c) cure any title matters adversely affecting the marketability of the Property that are timely objected to by Purchaser and may be cured at or otherwise elects prior to the Closing with the expenditure of an aggregate amount of $25,000.00 or less. The Title Objections that Seller is required to address in accordance with clauses (a), (b) and (c) are collectively called the "Required Cure Items." Failure by Seller to timely respond to the Purchaser's Title Objections shall be deemed Seller's decision not to proceed cure any Title Objections other than the Required Cure Items. If Seller elects within the Seller Notice Period not to closing for attempt to cure any reasonof the Title Objections that have been timely raised by Purchaser other than the Required Cure Items, Purchaser has the option, exercisable by the delivery of written notice to Seller within five (5) Business Days after the earlier to occur of the receipt of Seller's Title Notice or the expiration of the Seller Notice Period (the "Purchaser Notice Period") to either (i) waive the uncured Title Objections, in which event the unsatisfied Title Objections (other than the Required Cure Items) will become Permitted Exceptions (hereinafter defined), or for no reason, Purchaser may (ii) terminate this Agreement Contract, in which event the Xxxxxxx Money will be returned to Purchaser and upon such return neither Seller nor Purchaser will have any further obligations under this Contract except under any provisions that survive the termination of this Contract by giving their express terms. If Purchaser fails to notify Seller in writing before the expiration of the Purchaser Notice Period that Purchaser has elected to terminate this Contract pursuant to clause (ii) above, then Purchaser shall be deemed to have waived and accepted the uncured Title Objections (other than the Required Cure Items) as provided in clause (i) above. If after Purchaser has given its notice of Title Objections to Seller, the Title Company issues continuation reports or other written evidence indicating any new Title Exceptions which are not Permitted Exceptions and Purchaser delivers written notice thereof to Seller prior to the earlier to occur of (x) five (5) Business Days after Purchaser's receipt of such continuation report or other written evidence or (y) the Closing Date, then this Section 4.3 shall apply to such new Title Exceptions. (d) If Seller shall have elected to attempt to cure the Title Objections (other than the Required Cure Items) and Escrow Agentdoes not cure such Title Objections by the date on which the Closing is to occur, which notice must be then Purchaser shall have the right (exercisable within five (5) Business Days of Seller's notification of its inability to cure or, if no such notification is delivered to Seller and Escrow Agent by Seller, on or before 5:00 p.m.prior to the Closing Date) to terminate this Contract, Central Time, on in which event the last day of the Study Period, TIME BEING OF THE ESSENCE. If Xxxxxxx Money will be returned to Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly and upon such return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall will have any further rights or liabilities hereunder (obligations under this Contract except for such rights and liabilities as expressly under any provisions that survive the termination of this Agreement)Contract by their express terms. If Purchaser does not give Seller such notice of termination as and when required hereunderterminate this Contract in accordance with the immediately preceding sentence, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event then Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser have elected to accept the uncured Title Objections (other than the Required Cure Items) and to purchase the Property subject thereto, with no adjustment, abatement or offset to the Purchase Price as a result of the existence of such uncured Title Objections. Notwithstanding anything to the contrary provided herein, Seller shall promptly return all Study Materials be entitled to Seller (cure any Title Objections at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly Closing through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration use of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent Closing proceeds or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contractsotherwise.

Purchaser’s Right to Terminate. If Purchaser is not satisfiedshall have the right, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, reason or for no reason, Purchaser may terminate this Agreement by giving Seller and Title Company written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent (the “Termination Notice”) on or before 5:00 p.m.p.m. Phoenix, Central TimeArizona time on February 19, on 2016 (the last day of the Study Period, TIME BEING OF THE ESSENCE“Approval Date”) to terminate this Agreement. If Purchaser the Termination Notice is timely terminates this Agreement given (or deemed given as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Sellerset forth below), and Escrow Agent the Title Company shall immediately return the Deposit to Purchaser. From Purchaser and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser party shall have any further rights or liabilities liability hereunder (except for such rights the obligations of Purchaser and liabilities as expressly survive the termination of Seller surviving under this Agreement). If Purchaser does not elects to proceed with this Agreement, Purchaser shall give written notice to Seller such on or before 5:00 p.m. Phoenix, Arizona time on the Approval Date. If Ruskin [Tampa], Florida Purchaser fails, for any or no reason, to timely deliver written notice of termination as and when required hereunderto Seller that it elects to proceed with this Agreement, Purchaser will be deemed to have elected to terminate this Agreement shall remain in full force and effect, unmodified in any respectunder this Section 3.6. Notwithstanding anything contained herein to the contraryfact that the Tenant Lease contains a tenant right of first refusal or right of first offer (either such right, a “ROFR”), Purchaser hereby agrees that its inspections shall commence and run through the Approval Date as set forth in this Section 3, and commencement thereof shall not be tolled pending receipt of a written waiver of such ROFR by Tenant; provided, however, that in return therefor, Seller hereby agrees that, in the event Purchaser provides Seller with a written Tenant does give notice of termination as hereinabove provided on its intent to exercise the ROFR or before does actually exercise the expiration of the Study PeriodROFR, such notice of termination Seller shall likewise be deemed promptly reimburse to terminate Purchaser all five (5) collateral purchase reasonable out-of-pocket and sale agreements of even date herewith between Purchaser third-party property diligence expenses incurred by Purchaser, including, without limitation, reasonable attorneys’ fees and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewisecosts, in an amount not in excess of $100,000 in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contractsaggregate.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing Prattcenter (EvansPrattville, GeorgiaAL), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, the “Collateral Contracts”). Likewise, in the event Purchaser elects to terminate any of the Collateral Contracts on or before the expiration of the Study Period, such termination shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with In the results of event that Purchaser’s Inspections inspection and investigation of the Property results in a determination by the Purchaser that the Property is unsatisfactory for Purchaser’s intended uses or is otherwise elects not to proceed to closing for unsuitable or unacceptable in any reasonrespect, or for no reason, the Purchaser may terminate this Agreement by giving written notice thereof delivery to the Seller and (with a copy to the Escrow Agent, which notice must be delivered to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day of the Study Period, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with ) a written notice of termination as hereinabove provided (hereinafter the “Notice of Termination”) on or before close of business (5:00 p.m. local time) thirty (30) days after the expiration Effective Date of the Study Periodthis Agreement, such notice of termination shall likewise be deemed (hereafter referred to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectively, as the “Collateral ContractsFree Look Period”). LikewiseUpon receipt of a timely Notice of Termination, the Escrow Agent shall promptly refund all Xxxxxxx Money paid (less the sum of TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($225.00), which shall be paid to Seller in consideration for this Agreement), and, upon receipt of such refund, except as otherwise provided by this Agreement, neither Purchaser nor Seller shall have any further liability or obligations to the event other. If the Purchaser elects to terminate any does not deliver such written Notice of the Collateral Contracts Termination on or before the expiration of the Study Periodsuch date, such termination Purchaser shall be deemed to have waived its right to terminate this Agreement whereupon pursuant to this Section 5, and such right shall expire, become null and void and shall have no further force or effect. Except in the case of an express written waiver, nothing herein shall be deemed, however, to result in a waiver of any other express right or option of the Purchaser shall promptly return all Study Materials to Seller terminate this Agreement, including the Purchaser’s right to terminate under Section 4. (at no cost to SellerTitle), and Escrow Agent shall immediately return or the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract)Environmental Condition, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) which shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of conditions separate from the Inland Contracts shall not impact either partyPurchaser’s obligation under the balance of the Inland Contractstermination right hereunder.

Purchaser’s Right to Terminate. If Purchaser is not satisfied, in its sole and absolute discretion, with the results of Purchaser’s Inspections of the Property or otherwise elects not shall have right to proceed to closing for any reason, or for no reason, Purchaser may terminate this Agreement by giving written notice thereof only in the following circumstances: 11.3.1. Delay in possession beyond Extended DOP: Subject to Seller the Purchaser having paid all the amounts due and Escrow Agentpayable hereunder as per the timelines stated in Annexure 6 (Multiplated Dwelling House and Project Details), which notice must be delivered if the Promoters fails to Seller and Escrow Agent on or before 5:00 p.m., Central Time, on the last day offer possession of the Study PeriodMultiplated Dwelling House by Extended DOP, TIME BEING OF THE ESSENCE. If Purchaser timely terminates this Agreement as aforesaid, Purchaser shall promptly return all Study Materials to Seller then: a. Within 30 (at no cost to Seller), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after Purchaser’s timely termination thirty) days of this Agreement as aforesaid, neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination expiry of this Agreement). If Purchaser does not give Seller such notice of termination as and when required hereunder, this Agreement shall remain in full force and effect, unmodified in any respect. Notwithstanding anything contained herein to the contrary, in the event Purchaser provides Seller with a written notice of termination as hereinabove provided on or before the expiration of the Study Period, such notice of termination shall likewise be deemed to terminate all five (5) collateral purchase and sale agreements of even date herewith between Purchaser and Seller’s affiliated entities – namely, Perimeter Xxxxx (Charlotte, NC), Xxxxxxx Crossing (Evans, Georgia), Valley Corners (Hickory, NC), Northcrest (Charlotte, NC) and Area 1 University Town Center (Norman, OK) (collectivelyExtended DOP, the “Collateral Contracts”)Promoters shall inform the Purchaser the revised date by which the Multiplated Dwelling House is likely to be ready for being offered for possession. LikewiseOn receipt of such written intimation, in unless the event Purchaser elects to terminate any this Agreement in terms of Clause b) the DOP mentioned in Annexure 6 (Multiplated Dwelling House and Project Details) shall stand revised to and substituted by revised date communicated by the Promoters. The Promoters shall credit Interest to the Purchaser for the period between the Extended DOP and the date on which possession is finally offered to the Purchaser; or b. Within 30 days from expiry of Extended DOP, the Purchaser may by giving notice in writing in the form set out in Annexure 8 (Purchaser Notice of Termination) elect to terminate this Agreement (Purchaser Notice of Termination). Where the Purchaser Notice of Termination is not received by the Promoters within the aforementioned period of 30 (thirty) days from expiry of the Collateral Contracts on or before Extended DOP, the expiration of the Study Period, such termination Purchaser shall be deemed to terminate this Agreement whereupon Purchaser shall promptly return all Study Materials have elected to Seller (at no cost proceed in accordance and pursuant to Sellerthe provisions of Clause 11.3.1(a), and Escrow Agent shall immediately return the Deposit to Purchaser. From and after the termination of this Agreement (whether resulting from a direct notice of termination or indirectly through the termination of a Collateral Contract), neither Seller nor Purchaser shall have any further rights or liabilities hereunder (except for such rights and liabilities as expressly survive the termination of this Agreement). From and after the expiration of the Study Period, this Agreement and the Collateral Contracts (collectively, the “Inland Contracts”) shall be enforced independent of each other and any failure of a condition precedent or default by one party under any of the Inland Contracts shall not impact either party’s obligation under the balance of the Inland Contracts.