Termination During Due Diligence Period. At any time prior to the expiration of the Initial Due Diligence Period, Purchaser or Purchaser’s attorney shall, by giving written notice to Seller and Escrow Agent, have the right, in its sole discretion, and with or without cause, to terminate this Agreement and receive the return of the Deposit, in which case the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. At any time prior to the expiration of the Extended Due Diligence Period (including as such may have been extended one time pursuant to the terms of Section 5.1), Purchaser or Purchaser’s attorney shall have the right, solely in the event of a failure of the Diligence Contingency (as hereinafter defined), to terminate the Agreement and receive the return of the Deposit by giving written notice to Seller and Escrow Agent specifying the reason for such termination, including the Diligence Contingency that has not been satisfied and the reasons therefor. If Purchaser terminates this Agreement pursuant to this Section 5.3, the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. In any such event, Purchaser shall be responsible for all reasonable termination charges of Escrow Agent.
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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.)
Termination During Due Diligence Period. At any time prior to the expiration of the Initial Due Diligence PeriodPeriod Expiration Date, Purchaser or Purchaser’s attorney shall, by giving written notice to Seller and Escrow Agent, Buyer shall have the right, in its sole and absolute discretion, and with for any or without causeno reason whatsoever, to terminate this Agreement and receive the return of the Deposit, in which case the Escrow Agent shall return the Deposit by written notice to Purchaser, without further authorization Seller given by Buyer on or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. At any time prior to the expiration of the Extended Due Diligence Period Expiration Date, and, upon such election, the Deposit shall be immediately refunded to Buyer, other than Fifty Thousand Dollars ($50,000) which shall be paid to Seller as consideration for the aforementioned Due Diligence Period; provided, however, that the entire Deposit of Five Hundred Thousand Dollars ($500,000) shall be immediately refunded to Buyer upon Buyer’s election to terminate this Agreement by written notice to Seller given by Buyer on or prior to the Due Diligence Period Expiration Date on the grounds that: (i) the results of the environmental inspection are unacceptable to Buyer; (ii) the condition of title, including as such may have been extended one time survey issues, is unacceptable to Buyer; (iii) the liabilities related to the Other Properties are in any respect unacceptable to Buyer; or (iv) Buyer and Seller are unable to agree on the terms of the Mercantile Lease. In addition, the entire Deposit of $500,000 shall be immediately refunded to Buyer, whether before or after the Due Diligence Period Expiration Date, in the event that Buyer is entitled to terminate this Agreement following the Due Diligence Period pursuant to the terms of Section 5.1), Purchaser or Purchaserthis Agreement. Upon Buyer’s attorney shall have the right, solely election to terminate this Agreement as set forth in the event of a failure of the Diligence Contingency (as hereinafter defined), to terminate the Agreement and receive the return of the Deposit by giving written notice to Seller and Escrow Agent specifying the reason for such termination, including the Diligence Contingency that has not been satisfied and the reasons therefor. If Purchaser terminates this Agreement pursuant to this Section 5.3, the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Depositpreceding sentence, the parties hereto shall have no further obligations under this Agreement, except for liabilities one to the other (other than those which that are expressly stated to survive any the termination of this Agreement. In any such event, Purchaser shall be responsible for all reasonable termination charges of Escrow Agent).
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Samples: Membership Interests Purchase Agreement (Mercantile Bankshares Corp)
Termination During Due Diligence Period. At any time If Buyer determines, in its sole discretion, prior to the expiration of the Initial Due Diligence Period, Purchaser or Purchaserthat the Real Property is unacceptable for Buyer’s attorney shallpurposes, Buyer shall have the right to terminate this Agreement by giving written to Seller a notice of termination (“Termination Notice”) to Seller before the expiration of the Due Diligence Period and prior to Buyer’s exercising the Option, in which event the Option Payment shall be retained by Seller, Buyer shall immediately return all Property 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 obligation hereunder. If Buyer timely delivers the Option Notice to Seller and Escrow AgentHolder on or before the expiration of the Due Diligence Period, have then Buyer shall be deemed to be satisfied with all aspects of all the rightReal Property, in its sole discretionincluding, 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 of a Termination Notice to Seller, or without causeBuyer’s failure to timely deliver an Option Notice to Seller, shall constitute Buyer’s election to terminate this Agreement and receive the return of the Deposit, in which case the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. At any time prior with respect to the expiration of the Extended Due Diligence Period (including Real Property as such may have been extended one time pursuant to the terms of Section 5.1), Purchaser or Purchaser’s attorney shall have the right, solely provided above in the event of a failure of the Diligence Contingency (as hereinafter defined), to terminate the Agreement and receive the return of the Deposit by giving written notice to Seller and Escrow Agent specifying the reason for such termination, including the Diligence Contingency that has not been satisfied and the reasons therefor. If Purchaser terminates this Agreement pursuant to this Section 5.3, the Escrow Agent shall return the Deposit to Purchaser, without further authorization or direction, by wire transfer of immediately available funds within two (2) business days, and upon the return of the Deposit, the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement. In any such event, Purchaser shall be responsible for all reasonable termination charges of Escrow Agent4.3.3.
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