Common use of Termination of Agreement During Due Diligence Period Clause in Contracts

Termination of Agreement During Due Diligence Period. If Buyer, in its sole and absolute discretion, is not satisfied with the results of its Due Diligence during the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller at any time prior to the expiration of the Due Diligence Period, which written notice shall specify the reason for Buyer’s termination of this Agreement, and, in the event of such termination prior to the expiration of the Due Diligence Period, (a) neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and (b) Buyer shall be entitled to the return of either (i) the entire Deposit, in the event Buyer terminates this Agreement due to (a) its disapproval of any title matters affecting the Property (including matters disclosed by a survey of the Property) and/or zoning affecting the Property, (b) its review and disapproval of matters and documents relating to the cash flow generated from the operations of the Property (including, without limitation, the credit worthiness of tenants at the Property) except that Buyer shall not have the right to disapprove any of the economics (including, without limitation, lease terms, leasing costs, other operating revenue, operating costs and capital expenditures) relating to the cash flow generated form the operations of the Property if, and to the extent, (i) such economics are set forth in the offering memorandum made available to Buyer by Seller, and (ii) the economics set forth in such offering memorandum are true and correct, or (c) its disapproval of the physical condition of the Property (including, without limitation, the condition of all improvements situated thereon and the existence of any hazardous substances on the Property or discharged by the Property) to the extent the estimated cost of remedying such physical condition is expected (in Buyer’s reasonable judgment), in the aggregate, to exceed $100,000 or (ii) the Refundable Portion of the Deposit, in the event Buyer terminates this Agreement due to any reason other than those set forth in clause (i) above. In the event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article 5.