Common use of Termination During Due Diligence Period Clause in Contracts

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.

Termination During Due Diligence Period. At any time prior to This Agreement shall terminate unless, before the expiration end of the Initial Due Diligence Period, Purchaser or Purchaser’s attorney shall, by giving gives City written notice (the “Notice to Seller Proceed”) that Purchaser, in its absolute and Escrow Agentunreviewable discretion, have elects to proceed with the rightpurchase of the Property subject to and in accordance with the terms of this Agreement. Notwithstanding the foregoing, if Purchaser determines, prior to expiration of the Due Diligence Period, not to proceed with the purchase of the Property for any reason or no reason in its sole discretion, and with or without cause, then Purchaser shall have the right to terminate this Agreement and receive by delivering to City written notice of termination before the return expiration of the DepositDue Diligence Period (such notice, in which case a “Termination Notice”). In the Escrow Agent event that either (a) Purchaser gives a Termination Notice before the end of the Due Diligence Period or (b) Purchaser does not give a Termination Notice but fails to deliver a Notice to Proceed before the end of the Due Diligence Period, this Agreement shall return automatically terminate, the Deposit Xxxxxxx Money promptly shall be returned 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 City and Purchaser shall have no further obligations under this Agreement, except for or liabilities to each other hereunder other than those which expressly survive any termination of this Agreement. At any time prior If Purchaser delivers a Notice to Proceed before the end of the Due Diligence Period, then, upon expiration of the Extended Due Diligence Period Period, (including as such may i) Purchaser shall be deemed to have been extended one time pursuant waived its rights to terminate this Agreement under the terms provisions of this Section 5.1)5.3, Purchaser or and (ii) the Xxxxxxx Money shall be deemed nonrefundable except for the following (in which case the Xxxxxxx Money would be refundable to Purchaser’s attorney shall have the right, solely ): (A) in the event of a failure of the Diligence Contingency (as hereinafter defined), Purchaser elects 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 7.3 hereof; (2B) business days, and upon the return of the Deposit, the parties shall have no further obligations City default under this Agreement, except for those which or (C) as expressly survive any termination of provided in this Agreement. In any such event, Purchaser shall be responsible for all reasonable termination charges of Escrow Agent.