Common use of Termination During Due Diligence Period Clause in Contracts

Termination During Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Due Diligence Period or the Extended Due Diligence Period, as appropriate, that the Property is unacceptable for Buyer’s purposes, then Buyer shall have the right to terminate this Agreement by giving to Escrow Agent and Seller notice of termination (“Termination Notice”) on or before the expiration of the relevant Due Diligence Period, in which event the Initial Deposit and the Extension Deposit (if previously tendered to Escrow Agent) shall be immediately returned to Buyer, Buyer shall immediately return all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice to Escrow Holder and Seller on or before the expiration of the relevant Due Diligence Period, then Buyer shall be deemed to be satisfied with all aspects of all the Property, including, without limitation, the condition and suitability of the Property for Buyer’s intended use. Buyer’s delivery (or deemed delivery) of a Termination Notice to Escrow Holder with respect to the Property shall constitute Buyer’s election to terminate this Agreement with respect to the Property as provided above in this Paragraph 6.D.

Termination During Due Diligence Period. If Buyer (i) determines, in its sole discretion, before the expiration of the Due Diligence Period or the First Extended Due Diligence Period, as appropriate, that the Property is unacceptable for Buyer’s purposes, or (ii) is unable to satisfy the LLA Contingency before the expiration of the Due Diligence Period or the Extended Due Diligence Period, as appropriate, that the Property is unacceptable for Buyer’s purposes, then Buyer shall have the right to terminate this Agreement by giving to Escrow Agent and Seller notice of termination (“Termination Notice”) on or before the expiration of the relevant Due Diligence Period, in which event the Initial Deposit and the Extension Deposit (if previously tendered to Escrow Agent) shall be immediately returned to BuyerBuyer except as otherwise provided in Paragraph 6.D above, Buyer shall immediately return (or confirm the destruction of) all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice or Acceptance Notice (as defined below) to Escrow Holder and Seller on or before the expiration of the relevant Due Diligence Period, then Buyer shall be deemed to have elected to terminate this Agreement and the Initial Deposit and the Extension Deposit (if previously tendered to Escrow Agent) shall be satisfied with all aspects of all the Property, including, without limitation, the condition and suitability of the Property for Buyer’s intended useimmediately returned to Buyer except as otherwise provided in Paragraph 6.D above. Buyer’s delivery (or deemed delivery) of a Termination Notice to Escrow Holder Seller with respect to the Property shall constitute Buyer’s election to terminate this Agreement with respect to the Property as provided above in this Paragraph 6.D.6.E.

Termination During Due Diligence Period. If Buyer determines, in its sole discretiondiscretion for any reason or no reason (other than for reasons relating to environmental matters or other matters relating to the physical condition of the Real Property), before the expiration of the Due Diligence Period or the Extended Due Diligence Period, as appropriate, that the Property is and/or the Interests are unacceptable for Buyer’s purposes, then Buyer shall have the right to terminate this Agreement by giving to Escrow Agent and Seller notice of termination (“Termination Notice”) on or before the expiration of the relevant Due Diligence PeriodPeriod (which notice may be transmitted via e-mail to Seller and Seller’s attorney), in which event the Initial Deposit and the Extension Deposit (if previously tendered to Escrow Agent) shall be immediately returned refunded to BuyerBuyer (together with all interest earned thereon), Buyer shall immediately return all Property Information, if any, Information to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice to Escrow Holder and Seller on or before the expiration of the relevant Due Diligence Period, then Buyer shall be deemed to be satisfied with all aspects of all the PropertyProperty and the Interests, including, without limitation, the condition and suitability of all the Property for Buyer’s intended use, and Buyer shall be obligated to acquire the Interests in accordance with the provisions of this Agreement. Buyer’s delivery (or deemed delivery) of a Termination Notice to Escrow Holder with respect to the Property Seller shall constitute Buyer’s election to terminate this Agreement with respect to the Property as provided above in this Paragraph 6.D.Section 4.3.

Termination During Due Diligence Period. If Buyer Purchaser determines, in its sole discretion, before the expiration of the Due Diligence Period or the Extended Due Diligence Period, as appropriate, that the Property is unacceptable for Buyer’s purposesPurchaser's purposes in Purchaser's sole and absolute discretion, then Buyer Purchaser shall have the right to terminate this Agreement by giving to Escrow Agent and Seller notice of termination before the expiration date of the Due Diligence Period (“the "Termination Notice”) on or before "). If Purchaser does not give a Termination Notice prior to the expiration of the relevant Due Diligence Period, this Agreement shall continue in which event full force and effect. If the Initial Deposit Termination Notice is delivered prior to the expiration of the Due Diligence Period, the Xxxxxxx Money shall be returned to Purchaser, and the Extension Deposit (if previously tendered to Escrow Agent) shall be immediately returned to Buyer, Buyer shall immediately return all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunderunder this Agreement except for those matters which are stated in this Agreement to survive the termination hereof. If Buyer Notwithstanding the preceding sentence, if Purchaser fails to deliver a give the Termination Notice to Escrow Holder and Seller on or before prior to September 6, 2011, but gives the Termination Notice prior to the expiration of the relevant Due Diligence Period, then Buyer up to $50,000.00 of the Xxxxxxx Money (the "Xxxxxxx Money Holdback") shall not immediately be returned to Purchaser, but shall be deemed available for reimbursement (the "Reimbursement") to Seller for the Eligible Costs. As used herein, the "Eligible Costs" shall mean the reasonable out-of-pocket costs and expenses incurred by Seller after the Date of this Agreement (a) to negotiate the loan documents and reimburse costs to perform other obligations necessary to preserve and be satisfied in a position to fund a possible loan with all aspects of all Unum Life Insurance Company to refinance the existing mortgage on the Property, and (b) in connection with said loan, to prepare, negotiate and file of record merger documents among each of the entities comprising Seller. Eligible Costs shall not include the reimbursement of costs for the performance of obligations that are necessary, desirable or appropriate for Seller to undertake independent of there being a possible loan with Unum Life Insurance Company, including, without limitation, fulfilling its obligations under the condition Leases and suitability complying with applicable laws. To be entitled to all or any portion of the Property for Buyer’s intended use. Buyer’s delivery Xxxxxxx Money Holdback as a Reimbursement, Seller must by no later than thirty (or deemed delivery30) of a days after Purchaser gives the Termination Notice submit to Purchaser a certificate on a form reasonably acceptable to Purchaser from Seller's property manager, Daymark Realty Advisors ("Daymark"), that Seller has incurred the Eligible Costs and attaching thereto invoices in reasonable detail substantiating the amounts thereof in reasonable detail, including an explanation of the nature of the cost. Seller's failure to comply with each of the above terms and conditions regarding the Reimbursement and the Eligible Costs shall entitle Purchaser to a return of all of the Xxxxxxx Money Holdback. To the extent that Seller does not justify its entitlement for the full amount of the Reimbursement, any deficiency shall be returned by the Escrow Holder with respect Agent to Purchaser upon demand. In no event shall Purchaser be entitled to the Property shall constitute Buyer’s election to terminate Reimbursement if Purchaser terminates this Agreement with respect for any reason permitted by this Agreement other than pursuant to the Property as provided above in its rights to do so under this Paragraph 6.D.2.5.

Termination During Due Diligence Period. If Buyer reasonably determines, in its sole discretion, before the expiration of the Due Diligence Period or the Extended Due Diligence Period, as appropriate, (i) that the Property is unacceptable Purchased Assets are not in satisfactory condition for Buyer’s purposesthe continued use by Buyer of the Facility as a licensed nursing home or (ii) that all necessary governmental licenses and approvals cannot be obtained by Buyer for the continued use of the Facility by Buyer as a licensed nursing home, then Buyer shall have the right to terminate this Agreement by giving to Escrow Agent and Seller notice of termination (“Termination Notice”"TERMINATION NOTICE") on or before the expiration date of the relevant Due Diligence Period, in which event the Initial Deposit and the Extension Deposit (if previously tendered to Escrow Agent) shall be immediately returned refunded to Buyer, Buyer shall immediately return all Property Information, if any, Information to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice to Seller and Escrow Holder and Seller on or before the expiration date of the relevant Due Diligence Period, then Buyer shall be deemed to be satisfied with all aspects of all the PropertyPurchased Assets, including, without limitation, the condition and suitability of the Property for Buyer’s intended useReal Property, and Buyer shall be obligated to acquire Seller's interest in the Purchased Assets in accordance with the provisions of this Agreement. Buyer’s 's delivery (or deemed delivery) of a Termination Notice to Escrow Holder with respect to the Property Seller shall constitute Buyer’s 's election to terminate this Agreement with respect to the Property Purchased Assets as provided above in this Paragraph 6.D.Section 4.3.3.

Termination During Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Due Diligence Period or the Extended Due Diligence Period, as appropriate, that the Real Property is unacceptable for Buyer’s purposes, then Buyer shall have the right to terminate this Agreement by giving to Escrow Agent and Seller notice of termination (“Termination Notice”) on or before the expiration of the relevant Due Diligence Period, in which event the Initial Deposit and the Extension Deposit (if previously tendered to Escrow Agent) shall be immediately returned refunded to Buyer, Buyer shall immediately destroy or return all Property Information, if any, Information to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Alternatively, Buyer fails to may, in its sole discretion, deliver a Termination notice (the “Notice to Escrow Holder and Seller on or Proceed”) before the expiration of the relevant Due Diligence Period indicating its approval of the due diligence related to the Real Property, in which case Buyer shall be deemed to have elected to proceed with the transactions contemplated under this Agreement. In the event that Buyer does not deliver the Notice to Proceed to Seller before the expiration of the Due Diligence Period, then Buyer shall be deemed to have delivered a Termination Notice before the expiration of the Due Diligence Period, with the effects described in this Section 4.3.3. In the event Buyer delivers the Notice to Proceed to Seller before the expiration of the Due Diligence Period, then Buyer shall be deemed to be satisfied with all aspects of all the Real Property, including, without limitation, the condition and suitability of all the Real Property for Buyer’s intended use, and Buyer shall be obligated to acquire the Real Property in accordance with the provisions of this Agreement. Buyer’s delivery (actual or deemed delivery) delivery of a Termination Notice to Escrow Holder Seller with respect to the Real Property shall constitute Buyer’s election to terminate this Agreement with respect to the Real Property as provided above in this Paragraph 6.D.Section 4.3.3. Notwithstanding anything to the contrary, Buyer shall be permitted to retain copies of Property Information to the extent necessary to comply with applicable law or established document retention policies, provided that such copies will be held by Buyer and kept confidential subject to the terms of this Agreement.