Purchaser’s Right to Terminate. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice (a “Diligence Termination Notice”) thereof to Seller prior to the expiration of the Due Diligence Period. In the event Purchaser does not deliver to Seller a Diligence Termination Notice on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to accept the Property and to proceed to Closing. In the event Purchaser terminates this Agreement by timely delivering a Diligence Termination Notice this Agreement shall be deemed to have been terminated, upon such termination, Purchaser shall receive a return of the Deposit and, with the exception of those obligations which expressly survive the termination of this Agreement, no party shall have any further liability to any other party hereunder. If Purchaser terminates the Agreement, for any reason or no reason as provided for under the Agreement, Purchaser shall deliver to Seller any Due Diligence Materials received from Seller; provided that Purchaser may retain copies thereof to the extent necessary to comply with applicable laws or its internal document retention policies.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)
Purchaser’s Right to Terminate. At any time prior to 5:00 p.m. (Eastern time) on the last day of the Due Diligence Period (the “Due Diligence Termination Deadline”), Purchaser shall have the unconditional rightmay, in Purchaser’s sole and absolute discretion and for any reason or for no reason, to terminate this Agreement by giving written notice (a “Diligence Termination Notice”) thereof to Seller, in which event all of the Xxxxxxx Money shall be immediately returned by Escrow Agent to Purchaser and, upon the return and delivery of the Xxxxxxx Money to Purchaser, Purchaser and Seller prior shall be released from any and all obligations and liabilities to the expiration of the Due Diligence Period. In the event Purchaser does not deliver to Seller a Diligence Termination Notice on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to accept the Property and to proceed to Closing. In the event Purchaser terminates other under this Agreement by timely delivering a Diligence Termination Notice this Agreement shall be deemed to have been terminated, upon such termination, Purchaser shall receive a return of the Deposit and, with the exception of those obligations which other than any provision that expressly survive survives the termination of this Agreement. If Purchaser fails to give Seller any such notice of termination on or before the Due Diligence Termination Deadline, then Purchaser shall no party shall longer have any further liability right to terminate this Agreement under this Section 3(c) and shall be bound to proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this Agreement (subject to any other party hereunder. If Purchaser terminates express right of termination provided herein), and Escrow Agent shall immediately disburse the Agreement, for any reason or no reason as provided for under the Agreement, Purchaser shall deliver Xxxxxxx Money to Seller any Due Diligence Materials received from Seller; provided that if Purchaser may retain copies thereof to does not close on the extent necessary to comply with applicable laws or its internal document retention policiesProperty as required herein.
Appears in 2 contracts
Samples: Escrow Agreement, Purchase and Sale Agreement
Purchaser’s Right to Terminate. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice (a “"Diligence Termination Notice”") thereof to Seller prior to the expiration of the Due Diligence Period. In the event Purchaser does not deliver to Seller a Diligence Termination Notice on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to accept the Property and to proceed to Closing. In the event Purchaser terminates this Agreement by timely delivering a Diligence Termination Notice this Agreement shall be deemed to have been terminated, upon such termination, Purchaser shall receive a return of the Deposit and, with the exception of those obligations which expressly survive the termination of this Agreement, no party shall have any further liability to any other party hereunder. If Purchaser terminates the Agreement, for any reason or no reason as provided for under the Agreement, Purchaser shall deliver to Seller any Due Diligence Materials received from Seller; provided that Purchaser may retain copies thereof to the extent necessary to comply with applicable laws or its internal document retention policies.. Section 2.4
Appears in 1 contract
Samples: Purchase and Sale Agreement
Purchaser’s Right to Terminate. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice (a “"Diligence Termination Notice”") thereof to Seller prior to the expiration of the Due Diligence Period. In the event Purchaser does not deliver to Seller a Diligence Termination Notice on or before the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to accept the Property and to proceed to Closing. In the event Purchaser terminates this Agreement by timely delivering a Diligence Termination Notice this Agreement shall be deemed to have been terminated, upon such termination, Purchaser shall receive a return of the Deposit and, with the exception of those obligations which expressly survive the termination of this Agreement, no party shall have any further liability to any other party hereunder. If Purchaser terminates the Agreement, for any reason or no reason as provided for under the Agreement, Purchaser shall deliver to Seller any Due Diligence Materials received from Seller; provided that Purchaser may retain copies thereof to the extent necessary to comply with applicable laws or its internal document retention policies.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)
Purchaser’s Right to Terminate. In the event Purchaser has not terminated this Agreement as provided in Section 3.3.2, Purchaser shall have the unconditional right, for any reason or no reason, right to terminate this Agreement and its obligations hereunder in the event it shall not be satisfied with the results of its reviews and inspections described in Section 3.1 and 3.2, or if a Title Objection has not been remedied as provided in the last sentence of Section 3.3.2, by giving providing written notice (a “Diligence Termination Notice”) thereof to Seller prior to of such termination on or before the expiration of the Due Diligence Period. In the event that, by such date and time, Purchaser does not fails to deliver written notice to Seller a Diligence Termination Notice on or before the expiration of the Due Diligence Periodterminating this Agreement, Purchaser such failure shall be deemed to have elected to accept the Property and be an election of Purchaser to proceed to ClosingClosing and to purchase the Property pursuant to the terms and conditions herein contained, and the Deposit shall, except as otherwise provided herein, become non-refundable in the absence of default by Seller hereunder. If Purchaser timely terminates this Agreement pursuant to this Section 3.6, the Initial Deposit shall be returned to Purchaser and neither party shall have any further obligations or liability hereunder. In the event Purchaser terminates this Agreement by timely delivering a Diligence Termination Notice this Agreement shall be deemed to have been terminated, upon such termination, Purchaser shall receive a return of the Deposit and, in accordance with the exception of those obligations which expressly survive the termination provisions of this Agreement, no party shall have any further liability to any other party hereunder. If Purchaser terminates the Agreement, for any reason or no reason as provided for under the AgreementSection 3.6, Purchaser shall deliver to Seller any copies of all inspection and environmental reports produced for Purchaser during the Due Diligence Materials received from Seller; provided that Purchaser may retain copies thereof to the extent necessary to comply with applicable laws or its internal document retention policiesPeriod.
Appears in 1 contract
Samples: Purchase and Sale Agreement (North American Technologies Group Inc /Mi/)
Purchaser’s Right to Terminate. If, as a result of its various investigations, Purchaser shall have determines in its sole and absolute discretion, that the unconditional right, Property is not a suitable investment for its purposes for any reason or no reason, to terminate this Agreement Purchaser shall have the right by giving Seller written notice (a the “Diligence Termination Notice”) thereof to Seller prior to the expiration of the Due Diligence Period. In the event Purchaser does not deliver to Seller a Diligence Termination Notice on or before the expiration of date which is thirty five (35) days after the Due Diligence Period, Purchaser shall be deemed Commencement Date (the “Approval Date”) to have elected to accept terminate this Agreement. If the Property and to proceed to Closing. In the event Purchaser terminates this Agreement by timely delivering a Diligence Termination Notice this Agreement is timely given, Seller shall be deemed direct the Title Company to have been terminated, upon such termination, Purchaser shall receive a promptly return of the Deposit and, with the exception of those obligations which expressly survive the termination of this Agreement, no to Purchaser and neither party shall have any further liability hereunder except for the Surviving Obligations. If the Termination Notice is not given within such time period, Purchaser shall have no further right to terminate this Agreement except for any other party express rights of termination in favor of Purchaser hereunder. If Purchaser terminates shall have the Agreement, right to deliver the Termination Notice for any reason or for no reason reason, in Purchaser’s sole and absolute discretion. Seller shall execute at Closing an affidavit in such form as provided the Title Company shall reasonably require for under the Agreementissuance of the Title Policy or “marked-up” Title Commitment, Purchaser shall deliver including, but not limited to Seller any Due Diligence Materials received from Seller; provided that Purchaser may retain copies thereof to extended coverage, removal of the extent necessary to comply with applicable laws or its internal document retention policiesstandard exceptions and gap indemnity.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Core Office Income Reit Inc)