Examples of Due Diligence Period Expiration Date in a sentence
In the event Purchaser shall fail to deliver such termination notice to Seller prior to the Due Diligence Period Expiration Date, the preceding provisions of this Section 5.2 shall be deemed waived and the Property shall be deemed acceptable to Purchaser in all respects, except as otherwise provided in this Agreement.
Upon the exercise of Purchaser’s option to proceed with this Agreement before or at the Due Diligence Period Expiration Date, Purchaser shall expeditiously apply for Re-Zoning Approval and, following the Re-Zoning Approval (if approved), for Site Plan Approval, as applicable, and shall diligently pursue obtaining the Re-Zoning Approval and Site Plan Approval, as applicable, within Three Hundred Sixty-five (365) days (the “Entitlement Period”) following the Due Diligence Period Expiration Date.
If Purchaser does not timely provide Seller with a notice of title defects as provided above or does not terminate this Agreement due to Seller’s inability to cure such title defects, Purchaser shall be deemed to have waived all objections and defects to any matters of record title as of the Due Diligence Period Expiration Date, but not to any Existing Liens or new matters that arise thereafter.
Seller shall have no liability whatsoever to Buyer with respect to any matter related to the Property disclosed by Seller in the Due Diligence Materials or of which Buyer or its agent or counsel obtains actual knowledge, by any means, prior to the Due Diligence Period Expiration Date.
Notwithstanding anything herein to the contrary, if Buyer does not terminate this Agreement on or before the Due Diligence Period Expiration Date, Buyer shall be deemed to have accepted the Property subject to and without adjustment for any pending or threatened litigation disclosed by Seller and MBCR prior to the Due Diligence Period Expiration Date.
There shall not have occurred any change in any law, rule or regulation from that existing on the Due Diligence Period Expiration Date that materially and adversely affects the Property (including, without limitation, the value of the Property), or SteelWave’s proposed development or use of the Property.
In addition, if the Developer does not deliver the Schematic Design Drawings to the RDA by Due Diligence Period Expiration Date, then this Agreement may be terminated by the RDA upon notice to the Developer, in which case the RDA shall return the Earnest Money to the Developer, and neither Party shall have any further obligations or liability to the other Party.
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 this Agreement.
SteelWave agrees to use commercially reasonable efforts to obtain Final Approval of the Approvals and Permits on terms satisfactory to SteelWave in its sole and absolute discretion; provided, however, that SteelWave shall not be obligated to continue to seek the Approvals or Permits if SteelWave determines that SteelWave will not obtain the same on terms and conditions satisfactory to SteelWave in its sole and absolute discretion prior to the Due Diligence Period Expiration Date.
SteelWave’s obligation to consummate the transactions contemplated by this Agreement (the “Transactions”) is subject to and conditioned upon SteelWave’s approval, deemed approval or waiver of the right to approve of the following, in SteelWave’s sole and absolute discretion and for any reason or no reason at all, prior to the Due Diligence Period Expiration Date.