Termination During Inspection Period. 4.6.1 For any reason or no reason in Purchaser’s sole discretion, Purchaser will have the right to terminate this Agreement by written notice to Seller given on or before the expiration of the Inspection Period. Upon any such termination of this Agreement, neither party will have any further obligations under this Agreement except those obligations that survive the termination of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 4.6.1, then the Initial Xxxxxxx Money will be returned to Purchaser. If Purchaser does not terminate this Agreement pursuant to this Section 4.6.1, Purchaser will be obligated to close on the transaction contemplated herein, except as provided in Section 3.2 or elsewhere in this Agreement.
4.6.2 Notwithstanding anything to the contrary set forth in Section 4.6.1 above or elsewhere in this Agreement, Seller and Purchaser acknowledge that simultaneously with the entering into of this Agreement, affiliates of Seller and Purchaser are entering into certain Purchase and Sale Agreements for the real property and improvements commonly known as Windermere Preparatory School located in Windermere, Orange County, Florida and The Village School located in Houston, Texas (together “Additional Purchase Contracts”). In accordance therewith, it is the intention of Seller and Purchaser that Purchaser shall have the right to either (a) proceed under both this Agreement and the Additional Purchase Contracts or (b) terminate both this Agreement and the Additional Purchase Contracts. It follows that if Purchaser terminates this Agreement pursuant to Section 4.6.1, it shall be deemed to have also terminated the Other Purchase Contracts under the corresponding sections (without prejudice to any rights of the purchasers thereunder) and accordingly, if Purchaser does not terminate this Agreement pursuant to Section 4.6.1, it shall be obligated to close on the transactions contemplated under the Other Purchase Contracts (without prejudice to any rights of the purchasers thereunder).
Termination During Inspection Period. If Purchaser determines, in Purchaser’s sole discretion, that the Property is not suitable for Purchaser’s intended use or purpose, or for any reason or no reason whatsoever, Purchaser may, on or before the expiration of the Inspection Period, deliver a written notice to Seller electing to terminate this Contract (the “Termination Notice”). If Purchaser fails to deliver the Termination Notice to Seller prior to the expiration of the Inspection Period, Purchaser shall be conclusively deemed to have accepted the Property for all purposes and Purchaser shall continue to perform all its obligations in accordance with the terms of this Contract. In the event Purchaser terminates this Contract by timely delivery of the Termination Notice such Termination Notice shall, if the termination is due to a For Cause Reason state such For Cause Reason with reasonable specificity. In the event Purchaser terminates this Contract the Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be immediately returned to the Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent. Following any termination under this Section 2.5 neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract.
Termination During Inspection Period. If the Purchaser determines, in Purchaser’s sole discretion, that the Property is not suitable for any reason for Purchaser’s intended use or is not in satisfactory condition, then Purchaser may terminate this Agreement by providing written notice of termination within the Inspection Period. The Xxxxxxx Money shall be refunded to the Purchaser less the sum of $100.00 to be retained by Seller as independent consideration for Purchaser’s right to terminate under this provision. If the Purchaser does not terminate this Agreement within the Inspection Period, any objections with respect to the condition of the Property, inspection, studies, and assessments under Section 2.2 shall be deemed waived by the Purchaser.
Termination During Inspection Period. Ix xxx xvent of a termination of this Agreement by either Seller or Buyer during the Inspection Period (as herein defined), such Party terminating the Agreement shall send a copy of such termination to the Title Company and the Title Company shall deliver the Earnest Money to Buyer upon receipt by the Title Company of written cxxxxxxxation by Buyer to Seller that Buyer has returned to Seller (i) all Due Diligence Documentation; and (b) all information provided by Seller as part of the Schedules and Exhibits to this Agreement; or, in the alternative, certifies to the Seller that all such materials have been destroyed. A copy of Buyer's certification shall be delivered to Seller.
Termination During Inspection Period. Buyer shall have the right, in its sole discretion, on or before the expiration of the Inspection Period to notify Seller in writing (the “Termination Notice”) that it has elected to terminate this Agreement. Upon receipt by the Escrow Agent of a copy of the Termination Notice, the Escrow Agent shall deliver the Deposit to Buyer, and except for any obligations hereunder which survive the termination of this Agreement, all rights and obligations of the parties under this Agreement shall terminate. Buyer's failure to send the Termination Notice within the time required herein, shall constitute its waiver of its right to terminate this Agreement as provided in this Paragraph 4.5.
Termination During Inspection Period. If Purchaser is dissatisfied with the condition of the Property, or with the results of the tests, studies or assessments, or for any other reason, then Purchaser shall have the option to terminate this Contract in Purchaser's sole and absolute discretion, which option must be exercised by giving written notice to Seller prior to the expiration of the Inspection Period. Upon Purchaser's exercise of this option, Seller shall be entitled to $100.00 of the Escrow Deposit as consideration for such option. In the event of such a termination, but only after the delivery to Seller of all information referred to in paragraph 3.c below and repair of the Real Property as required under paragraph 3.d below, the Escrow Deposit made by Purchaser under paragraph 2.a above (less the $100.00 to be delivered to Seller pursuant to the terms hereof) shall be returned to Purchaser and the parties shall have no other or further obligation or liability to each other, except for Purchaser's confidentiality, restoration and indemnity obligations set forth elsewhere in this paragraph 3. In the event that no notice of termination is given within the Inspection Period, then this Contract shall continue 2 to be binding and in full force and effect against Seller and Purchaser, and the Escrow Deposit (including additions thereto required under paragraph 2.a) shall be non-refundable except as expressly provided otherwise under the provisions of this Contract (including, without limitation, the provisions of paragraph 9.a below).
Termination During Inspection Period. If Purchaser determines, in its sole and absolute discretion, before the expiration of the Inspection Period that the Property is unacceptable for Purchaser’s purposes, Purchaser shall have the right to terminate this Contract by giving Seller written notice of termination (the “Termination Notice”) before the expiration of the Inspection Period, returning the Property Information to Seller and, upon the request of Seller, delivering to Seller the Purchaser’s Reports. Provided Purchaser is not in default hereunder, Seller shall authorize the Escrow Agent to refund the One Hundred Thousand Dollar ($100,000) refundable portion of the Xxxxxxx Money to Purchaser and neither party shall have any further rights or obligations hereunder except for those provisions which survive the termination of this Contract. If Purchaser does not give a Termination Notice, this Contract shall continue in full force and effect, and Purchaser shall be deemed to have waived its right to terminate this Contract pursuant to this Paragraph 2.5.
Termination During Inspection Period. Buyer shall have the right to terminate this Contract in Buyer’s sole discretion, for any reason or no reason at all, at any time at or before 5:00 pm (Eastern time) on the last day of the Inspection Period, upon written notice thereof to Seller, in which event Buyer shall return all Due Diligence Materials to Seller, the Xxxxxxx Money shall be promptly returned to Buyer, and neither party shall have any further liability or obligation hereunder (except for any indemnification and other obligations that may survive any termination hereunder); provided, however, that if Buyer does not give written notice to Seller prior to the expiration of the Inspection Period of the termination of this Contract, then all of the following shall apply:
(i) Buyer shall no longer have any right to terminate this Contract (except as otherwise provided herein); (ii) if not otherwise terminated as permitted by the terms of this Contract, Buyer shall be bound to proceed to Closing under and subject to the terms hereof; and (iii) Buyer shall be bound by all of its obligations under this Contract, each of which shall apply without condition or contingency (except as otherwise expressly provided herein). Buyer acknowledges and agrees that, if Buyer does not give written notice of Buyer’s termination at or before the expiration of the Inspection Period, Buyer shall be deemed to have (i) had sufficient opportunity and access to the Due Diligence Materials and to the Golf Club in order to conduct its Due Diligence, (ii) conducted such due diligence activities, inspections, and studies of the Golf Club as it deems necessary or appropriate, and (iii) examined and investigated to its full satisfaction all facts, circumstances, and matters relating to the Golf Club (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters of the Golf Club), title and survey matters, and any other matters it deems necessary or appropriate for purposes of consummating the transactions contemplated by this Contract. The Due Diligence shall be conducted at Buyer’s sole cost and expense.
Termination During Inspection Period. The Buyer or Xxxxx’s agent shall have the right at any time during the Inspection Period to notify Seller in writing that it has elected to terminate this Agreement, if Buyer for any reason or no reason at all determines that the Property is not satisfactory to Buyer. Upon receipt of said notice, the Escrow Agent shall immediately return to Buyer the Xxxxxxx Money. If Buyer does not terminate the Agreement prior to the expiration of the Inspection Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this section.
Termination During Inspection Period. In the event that Purchaser shall terminate this Agreement pursuant to the terms of Article 5 during the Inspection Period, Escrow Agent is hereby authorized to release the Deposit plus accrued interest immediately to the Purchaser.
