Common use of Termination During Due Diligence Period Clause in Contracts

Termination During Due Diligence Period. (a) Initial Due Diligence Period Prior to the Effective Date, Buyer has performed investigations and reviewed information in order to determine the suitability of the Property for acquisition by Buyer or Buyer's permitted assignee. In connection therewith, Buyer agrees that Buyer accepts Buyer's diligence and wishes to proceed with the acquisition of the Property, subject to all remaining obligations of Seller under this Agreement and Buyer's continuing rights to conduct diligence on the Property as set forth in this Agreement and also subject to Buyer's continuing rights to review and approve any revisions to the Lease. Seller and Buyer agree that the Lease has not been finalized, executed and delivered to Buyer as of the Effective Date Accordingly, the Initial Due Diligence Period shall automatically be extended to the date which is five (5) business days after the full execution of the Lease and delivery of same to Buyer (the "Extended Initial Due Diligence Period"), solely for the purpose of Buyer's review and approval of the final Lease. Buyer may only terminate this Agreement during the Extended Initial Due Diligence Period in the event that the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Lease Draft provided to Buyer. In the event Buyer determines that the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Draft Lease, it shall provide written notice thereof to Seller indicating such materially inconsistent terms and indicating Buyer is terminating this Agreement on or before the expiration of the Extended Initial Due Diligence Period in which event the Xxxxxxx Money shall be promptly refunded to Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement.

Termination During Due Diligence Period. (a) Initial Due Diligence Period Prior to If Buyer determines, in its sole and absolute discretion, before the Effective Date, Buyer has performed investigations and reviewed information in order to determine the suitability expiration of the Property for acquisition by Buyer or Buyer's permitted assignee. In connection therewith, Buyer agrees that Buyer accepts Buyer's diligence and wishes to proceed with the acquisition of the Property, subject to all remaining obligations of Seller under this Agreement and Buyer's continuing rights to conduct diligence on the Property as set forth in this Agreement and also subject to Buyer's continuing rights to review and approve any revisions to the Lease. Seller and Buyer agree that the Lease has not been finalized, executed and delivered to Buyer as of the Effective Date Accordingly, the Initial Due Diligence Period shall automatically be extended to the date which is five (5) business days after the full execution of the Lease and delivery of same to Buyer (the "Extended Initial Due Diligence Period"), solely that the Real Property is unacceptable for Buyer’s purposes, for any reason or no reason, Buyer shall have the purpose of Buyer's review and approval of the final Lease. Buyer may only right to terminate this Agreement during the Extended Initial Due Diligence Period in the event that the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Lease Draft provided to Buyer. In the event Buyer determines that the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Draft Lease, it shall provide written notice thereof by giving to Seller indicating such materially inconsistent terms and indicating Buyer is terminating this Agreement notice of termination (“Termination Notice”) on or before the expiration of the Extended Initial Due Diligence Period Period, in which event the Xxxxxxx Money Deposit and all interest thereon shall be promptly immediately refunded to Buyer, Buyer shall immediately return all Property Information to Seller (or destroy same) 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 determines to proceed with the purchase of the Property pursuant to the terms and thereafter subject to the conditions of this Agreement, then Buyer shall, on or prior to the end of the Due Diligence Period, so notify Seller and Escrow Holder in writing (an “Approval Notice”), in which case Buyer and Seller shall proceed to Closing in accordance with the terms and subject to the conditions of this Agreement. If Buyer fails to deliver to Seller and Escrow Holder an Approval Notice (or does deliver a Termination Notice) on or prior to the expiration of the Due Diligence Period pursuant to this Section, then Buyer shall be deemed to have elected to terminate this Agreement, in which event Buyer shall receive an immediate return of the Deposit, together with interest thereon, Buyer shall return (or destroy) all Property Information to Seller, and neither party hereto Buyer nor Seller shall have any further rights, obligations or liabilities hereunder under this Agreement, except for those matters which that expressly survive the termination of this Agreementhereof.

Termination During Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Due Diligence Period, that the Real Property is unacceptable for Buyer’s purposes, Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination (a“Termination Notice”) Initial before the expiration of the Due Diligence Period, in which event the Deposit shall be immediately refunded to Buyer, Buyer shall immediately destroy or 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 obligations hereunder. Alternatively, Buyer may, in its sole discretion, deliver a notice (the “Notice to Proceed”) before the expiration of the Due Diligence Period Prior indicating its approval of the due diligence related to the Effective DateReal Property, in which case Buyer has performed investigations and reviewed information in order shall be deemed to determine the suitability of the Property for acquisition by Buyer or Buyer's permitted assignee. In connection therewith, Buyer agrees that Buyer accepts Buyer's diligence and wishes have elected to proceed with the acquisition transactions contemplated under this Agreement. In the event that Buyer does not deliver the Notice to Proceed to Seller before the expiration of the Property, subject to all remaining obligations of Seller under this Agreement and Buyer's continuing rights to conduct diligence on the Property as set forth in this Agreement and also subject to Buyer's continuing rights to review and approve any revisions to the Lease. Seller and Buyer agree that the Lease has not been finalized, executed and delivered to Buyer as of the Effective Date Accordingly, the Initial Due Diligence Period shall automatically be extended to the date which is five (5) business days after the full execution of the Lease and delivery of same to Buyer (the "Extended Initial Due Diligence Period"), solely for then Buyer shall be deemed to have delivered a Termination Notice before the purpose of Buyer's review and approval expiration of the final Lease. Buyer may only terminate this Agreement during the Extended Initial Due Diligence Period in the event that the final Lease contains terms and conditions that are materially inconsistent Period, with the terms of the Current Lease Draft provided to Buyereffects described in this Section 4.3.3. In the event Buyer determines that delivers the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Draft Lease, it shall provide written notice thereof Notice to Proceed to Seller indicating such materially inconsistent terms and indicating Buyer is terminating this Agreement on or before the expiration of the Extended Initial Due Diligence Period in which event the Xxxxxxx Money Period, then Buyer shall be promptly refunded 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 thereafter neither party hereto Buyer shall have any further rightsbe obligated to acquire the Real Property in accordance with the provisions of this Agreement. Buyer’s actual or deemed delivery of a Termination Notice to 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 Section 4.3.3. Notwithstanding anything to the contrary, obligations Buyer shall be permitted to retain copies of Property Information to the extent necessary to comply with applicable law or liabilities hereunder except for those matters which expressly survive termination established document retention policies, provided that such copies will be held by Buyer and kept confidential subject to the terms of this Agreement.

Termination During Due Diligence Period. (a) Initial Due Diligence Period Prior to the Effective DateIf Purchaser determines, Buyer has performed investigations and reviewed information in order to determine the suitability of the Property for acquisition by Buyer or Buyer's permitted assignee. In connection therewithits sole discretion, Buyer agrees that Buyer accepts Buyer's diligence and wishes to proceed with the acquisition of the Property, subject to all remaining obligations of Seller under this Agreement and Buyer's continuing rights to conduct diligence on the Property as set forth in this Agreement and also subject to Buyer's continuing rights to review and approve any revisions to the Lease. Seller and Buyer agree that the Lease has not been finalized, executed and delivered to Buyer as of the Effective Date Accordingly, the Initial Due Diligence Period shall automatically be extended to the date which is five (5) business days after the full execution of the Lease and delivery of same to Buyer (the "Extended Initial Due Diligence Period"), solely for the purpose of Buyer's review and approval of the final Lease. Buyer may only terminate this Agreement during the Extended Initial Due Diligence Period in the event that the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Lease Draft provided to Buyer. In the event Buyer determines that the final Lease contains terms and conditions that are materially inconsistent with the terms of the Current Draft Lease, it shall provide written notice thereof to Seller indicating such materially inconsistent terms and indicating Buyer is terminating this Agreement on or before the expiration of the Extended Initial Due Diligence Period that the Property is unacceptable for Purchaser's purposes in which event Purchaser's sole and absolute discretion, Purchaser shall have the right to terminate this Agreement by giving to Seller notice of termination before the expiration date of the Due Diligence Period (the "Termination Notice"). If Purchaser does not give a Termination Notice prior to the expiration of the Due Diligence Period, this Agreement shall continue in full force and effect. If the Termination Notice is delivered prior to the expiration of the Due Diligence Period, the Xxxxxxx Money shall be promptly refunded returned to BuyerPurchaser, and thereafter neither party hereto the parties shall have any no further rights, obligations or liabilities hereunder under this Agreement except for those matters which expressly are stated in this Agreement to survive the termination hereof. Notwithstanding the preceding sentence, if Purchaser fails to give the Termination Notice on or prior to September 6, 2011, but gives the Termination Notice prior to the expiration of the Due Diligence Period, then up to $50,000.00 of the Xxxxxxx Money (the "Xxxxxxx Money Holdback") shall not immediately be returned to Purchaser, but shall be 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 AgreementAgreement (a) to negotiate the loan documents and reimburse costs to perform other obligations necessary to preserve and be in a position to fund a possible loan with 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 Leases and complying with applicable laws. To be entitled to all or any portion of the Xxxxxxx Money Holdback as a Reimbursement, Seller must by no later than thirty (30) 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 Agent to Purchaser upon demand. In no event shall Purchaser be entitled to the Reimbursement if Purchaser terminates this Agreement for any reason permitted by this Agreement other than pursuant to its rights to do so under this Paragraph 2.5.