Common use of Contingency Date Clause in Contracts

Contingency Date. By the Contingency Date, Buyer shall have the right to deliver to Seller, in its sole and absolute discretion, written approval of all inspections, investigations, tests and studies with respect to the matters set forth in Section 2.2 (the “Approval Notice”). In the event Buyer has not provided Seller, by the Contingency Date, with the Approval Notice, Buyer’s inspections, investigations, tests and studies set forth in Section 2.2 shall be deemed to be disapproved, and this Agreement shall terminate. Upon such termination, (a) each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination, (b) Escrow Holder shall return all documents to the respective parties who delivered such documents to Escrow, (c) Escrow Holder shall remit the Initial Deposit together with any accrued interest on such funds to Seller and the Additional Deposit together with any accrued interest on such funds to Buyer, (d) the cancellation charges required to be paid by and to Escrow Holder and the Title Company shall be borne by Seller, if any, (e) Buyer shall return to Seller all Property Information in Buyer’s possession relating to the Property, and any Due Diligence Reports (subject to Section 2.2(a)(1)(x)), (f) the respective obligations of Buyer and Seller under this Agreement shall terminate and (g) each party shall bear its own costs hereunder. For clarity, the termination of this Agreement for any reason shall not terminate the parties’ rights and obligations that expressly survive this Agreement, nor the parties’ rights and obligations with respect to the Access Agreement or any confidentiality agreement between the parties, which shall remain in full force and effect in accordance with their terms. If Buyer provides the Approval Notice by the Contingency Date, then Buyer shall be considered to have elected to proceed with the purchase of the Property in accordance with this Agreement.

Contingency Date. By Purchaser shall, on or before the Contingency Date, Buyer shall notify Seller in writing if the Conditions Precedent have the right to deliver to Sellernot been satisfied or waived by Purchaser, in its Purchaser's sole and absolute discretion, written approval of all inspectionsor that the Real Property is otherwise not satisfactory to Purchaser for any reason or no reason in Purchaser's sole and absolute discretion, investigationsand that Purchaser has elected to terminate this Agreement. If Purchaser so timely notifies Seller, tests and studies then this Agreement shall terminate with respect to the matters set forth in Section 2.2 (entire Portfolio, as a whole, Seller shall retain the “Approval Notice”). In the event Buyer has not Firm Deposit and Purchaser shall receive a return of Escrow Agent Deposit, together with any interest earned thereon, provided SellerPurchaser shall execute any documents reasonably required by Seller to evidence such termination including, by the Contingency Datewithout limitation, with the Approval Notice, Buyer’s inspections, investigations, tests and studies set forth in Section 2.2 shall be deemed to be disapproved, and this Agreement shall terminatequit claim deeds. Upon such termination, neither party will have any further rights or obligations (a) each party other than as may be expressly set forth herein and the indemnity obligations of Purchaser set forth in SECTIONS 4(D), 15 AND 16, which obligations shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence survive any such termination) regarding this Agreement or the Portfolio. If Purchaser gives notice that the Conditions Precedent have been satisfied or waived by Purchaser, (b) Escrow Holder shall return all documents or if Purchaser fails to notify Seller on or prior to the respective parties who delivered such documents Contingency Date that the Conditions Precedent have not been satisfied or waived by Purchaser, then Purchaser's termination right set forth in this SECTION 4 shall be deemed to Escrowhave been waived by Purchaser, in which event (ci) Escrow Holder Purchaser shall remit the Initial Deposit together with any accrued interest on such funds to Seller and deposit the Additional Deposit together with any accrued interest on such funds to Buyer, (d) the cancellation charges required to be paid by and to Escrow Holder and the Title Company shall be borne by Seller, if any, within two (e2) Buyer shall return to Seller all Property Information in Buyer’s possession relating to the Property, and any Due Diligence Reports (subject to Section 2.2(a)(1)(x)), (f) the respective obligations of Buyer and Seller under this Agreement shall terminate and (g) each party shall bear its own costs hereunder. For clarity, the termination of this Agreement for any reason shall not terminate the parties’ rights and obligations that expressly survive this Agreement, nor the parties’ rights and obligations with respect to the Access Agreement or any confidentiality agreement between the parties, which shall remain in full force and effect in accordance with their terms. If Buyer provides the Approval Notice by business days after the Contingency Date, then Buyer shall be considered to have elected to proceed with the purchase (ii) all of the Property Deposit (including the Initial Deposit and the Additional Deposit) shall become non-refundable as of the Contingency Date, except as specifically provided otherwise herein, and (iii) the parties shall proceed to Closing in accordance with the provisions herein contained. Purchaser shall maintain a policy of commercial general liability insurance, with a company licensed to do business in the states where the Projects are located with a single combined limit of not less than Three Million Dollars ($3,000,000), insuring all activity and conduct of Purchaser and its agents, representatives and independent contractors during any such entry, including contractual liability coverage. Seller shall be named as additional insured on such commercial general liability policy, and Purchaser shall provide proof of such insurance to Seller, in a form reasonably acceptable to Seller, prior to any such entry. Whether or not the transaction contemplated by this AgreementAgreement closes, Purchaser shall deliver copies of any third party reports Purchaser obtains in connection with such inspection to Seller within a reasonable time after receipt thereof by Purchaser to the extent not otherwise prohibited under any contract or otherwise subject to any privilege.