Common use of Termination Right Clause in Contracts

Termination Right. If, on or before the expiration of the Due Diligence Period, Purchaser shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).

Termination Right. If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine that it no longer Purchaser intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretionProperty, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that expiration of the Due Diligence Period shall expire (such notice being herein called the “Termination Approval Notice”), whereupon the Deposit and, in connection therewith, Purchaser shall be promptly returned required to Purchaserdeliver the Additional Deposit to Escrowee in accordance with Section 3.1.2. If Purchaser shall deliver the Approval Notice to Seller, without and the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide Additional Deposit to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that expiration of the Due Diligence Period shall expirePeriod, TIME BEING OF THE ESSENCE, then Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.2.2 and to have agreed that it the foregoing matters are acceptable to Purchaser, including, that the Property and its physical condition, zoning and land use approvals and restrictions, and all systems, utilities, and access rights pertaining to the Property are suitable for Purchaser, and that Purchaser intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.24.2.2 and, except as expressly provided otherwise in this Agreement, the Deposit shall be nonrefundable to Purchaser). If Purchaser shall fail to deliver an Approval Notice to Seller on or before the expiration of the Due Diligence Period or shall fail to deliver the Additional Deposit to Escrowee in accordance with Section 3.1.2, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have elected to terminate this Agreement and shall receive a refund of the Initial Deposit immediately upon Purchaser’s written demand therefor to Escrowee, without any further action or instruction by Seller, and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations).

Termination Right. If, on (a) On or before the expiration of the Due Diligence Period, Purchaser Buyer shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. deliver written notice (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Diligence Notice”)) to Sellers stating either (i) that Buyer elects to terminate this Agreement, whereupon in which event Sellers shall direct the Deposit shall be promptly returned Escrow Agent to Purchaser, without return the consent or joinder of Seller being required and notwithstanding any instructions E▇▇▇▇▇▇ Money to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (Buyer and no party hereto shall have any further rights or obligations in connection herewith under this Agreement (except under those for provisions hereof that are expressly stated to survive the Closing or a termination of this Agreement). In no event shall Purchaser be required , or (ii) that Buyer elects not to provide Seller with a basis for its termination of terminate this Agreement. In the , in which event that Purchaser (A) Buyer shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall thereupon be deemed to have waived its any right to terminate this Agreement pursuant to the provisions of this Section 4.2.2 7.2(a) and this Agreement shall continue in full force and effect in accordance with its terms and (B) the E▇▇▇▇▇▇ Money shall thereupon become nonrefundable, except as expressly specified in this Agreement. The failure of Buyer to have agreed that it intends deliver any Diligence Notice to proceed with Sellers by the acquisition expiration of the Property without Due Diligence Period shall be deemed to be the delivery of a reduction inDiligence Notice by Buyer under clause (ii) above. For the avoidance of doubt, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further Buyer’s right to terminate this Agreement pursuant to clause (i) above shall be made at the sole discretion of Buyer and for any or no reason, and Sellers shall have no right of objection. Furthermore, a Diligence Notice delivered pursuant to clause (i) above shall terminate this Agreement with respect to all of the Properties (Buyer having no right or option to terminate this Agreement with respect to certain Properties and leave this Agreement in effect with respect to the remaining Property or Properties). Time shall be of the essence with respect to Buyer’s right and obligation to deliver the Diligence Notice. (b) Buyer hereby agrees that in the event Buyer delivers (or is deemed to have delivered) a Diligence Notice under clause (ii) of Section 4.2.2)7.2(a) the same shall constitute an acknowledgment that Sellers have given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Assets and all files and information in Sellers’ possession that Buyer deems material to the purchase of the Assets.

Termination Right. If, on (a) On or before the expiration of the Due Diligence Period, Purchaser Buyer shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. deliver written notice (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Diligence Notice”)) to Seller stating either (i) that Buyer elects to terminate this Agreement, whereupon in which event Seller shall direct the Deposit shall be promptly returned Escrow Agent to Purchaser, without return the consent or joinder of Seller being required ▇▇▇▇▇▇▇ Money to Buyer and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no neither party hereto shall have any further rights or obligations in connection herewith under this Agreement (except under those for provisions hereof that are expressly stated to survive the Closing or a termination of this Agreement). In no event shall Purchaser be required , or (ii) that Buyer elects not to provide Seller with a basis for its termination of terminate this Agreement. In the , in which event that Purchaser (A) Buyer shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall thereupon be deemed to have waived its any right to terminate this Agreement pursuant to the provisions of this Section 4.2.2 7.2(a) and this Agreement shall continue in full force and effect in accordance with its terms and (B) the ▇▇▇▇▇▇▇ Money shall thereupon become nonrefundable, except as expressly specified in this Agreement. The failure of Buyer to have agreed that it intends deliver any Diligence Notice to proceed with Seller by the acquisition expiration of the Property without Due Diligence Period shall be deemed to be the delivery of a reduction inDiligence Notice by Buyer under clause (ii) above. For the avoidance of doubt, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further Buyer’s right to terminate this Agreement pursuant to this clause (i) above shall be made at the sole discretion of Buyer and for any or no reason, and Seller shall have no right of objection. Time shall be of the essence with respect to Buyer’s right and obligation to deliver the Diligence Notice. (b) Buyer hereby agrees that in the event Buyer delivers (or is deemed to have delivered) a Diligence Notice under clause (ii) of Section 4.2.2)7.2(a) the same shall constitute an acknowledgment that Seller has given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Asset and all files and information provided or made available to Buyer by Seller that Buyer deems material to the purchase of the Asset.

Termination Right. If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine that it no longer intends to acquire the Property Project Assets for any reason or for no reason, and in Purchaser’s sole discretionreason at all, then Purchaser shall promptly notify Seller Sellers of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that expiration of the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon whereupon, the Initial Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive for the Closing or a termination of this AgreementSurviving Obligations). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that If Purchaser shall fail to deliver the Termination Notice to Seller Sellers on or before 5:00 p.m. (Eastern time) on the date that expiration of the Due Diligence Period shall expirePeriod, TIME BEING OF THE ESSENCE, then Purchaser shall be deemed to have waived its right agreed that the foregoing matters are acceptable to terminate this Agreement pursuant to this Section 4.2.2 Purchaser and to have agreed that it intends to proceed with the acquisition of the Property Project Assets without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2)) and, except as expressly provided otherwise herein, the Deposit shall be nonrefundable to Purchaser. Notwithstanding anything to the contrary in this Section 4.2, if this Agreement has not been terminated, Purchaser shall continue to have the right to access the Project Assets and to perform Investigations following the expiration of the Due Diligence Period provided Purchaser complies with the requirements set forth in this Agreement relating thereto.

Termination Right. IfIn the event that Purchaser determines that it does not desire to acquire the Property, Purchaser shall provide written notice to Seller before the end of the Feasibility Period, and, subject to the Surviving Termination Obligations (as defined in Section 16.12 herein), this Agreement shall terminate, the Deposit shall be delivered to Purchaser and thereupon neither party shall have any further rights or obligations to the other hereunder. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the expiration of the Due Diligence Feasibility Period, Purchaser time being of the essence, the termination right described in this Section 5.5 shall determine that it be immediately null and void and of no longer intends further force or effect. Purchaser's failure to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of provide such determination in writing notice on or before 5:00 p.m. (Eastern time) on the date that end of the Due Diligence Feasibility Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to constitute Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations 's waiver of the parties hereunder shall terminate (herein-described termination right. This is an “all or none” transaction and Purchaser has no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant as to this Section 4.2.2 and any part of the Property. In the event Purchaser determines (or is deemed to have agreed that it intends determined) to proceed with the acquisition transaction in accordance with the terms of this Agreement then, after the expiration of the Feasibility Period and through the Closing, Purchaser and its agents shall continue to have the right to access the Property to perform inspections and tests of the Property without a reduction inand to perform such other analyses, inquiries and investigations as Purchaser shall deem necessary or an abatement of or credit againstappropriate; provided, the Purchase Price (andhowever, thereafter, Purchaser acknowledges and agrees that Purchaser shall have no further right right, express or implied, to terminate this Agreement pursuant after the Feasibility Period due, directly or indirectly, to this Section 4.2.2)the results of any such inspections, tests, inquiries, investigations or analyses.

Termination Right. If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine (in its sole and absolute discretion) that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right agreed that the foregoing matters are acceptable to terminate this Agreement pursuant to this Section 4.2.2 Purchaser and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of in or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).

Termination Right. If, on or before based upon the expiration of Investigations and/or the Due Diligence PeriodInformation, Purchaser shall determine that it no longer intends to acquire proceed with the Property for any reason or no reason, and in Purchaser’s sole discretionacquisition of the Property, then Purchaser shall promptly notify Seller of such determination in writing shall, on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned or prior to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, both (i) promptly notify Seller of such determination in writing (such notice being herein called the “Continuation Notice”) and (ii) deliver the Additional Deposit to Escrowee. By so notifying Seller of its intention to proceed with the acquisition of the Property, Purchaser shall be deemed to have waived its right agreed that the Property is acceptable to terminate this Agreement pursuant to this Section 4.2.2 Purchaser and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2.). In the event that Purchaser shall fail to deliver the Continuation Notice to Seller or the Additional Deposit to Escrowee on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, then Purchaser shall be deemed to have determined that it no longer intends to acquire the Property, whereupon the Initial Deposit shall be promptly returned to Purchaser, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement).

Termination Right. If, on or before Purchaser may terminate this Agreement in its sole and absolute discretion at any time after the Effective Date and prior to the expiration of the Due Diligence Period, Purchaser shall determine that it no longer intends Period upon written notice to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”)Seller, whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive for the Closing or a termination of this AgreementSurviving Obligations). In If, however, based upon the Investigations and/or the Information, Purchaser shall determine in its sole and absolute discretion that it intends to acquire the Property, then it shall deliver an unconditional notice to Seller approving its due diligence investigation of the Property prior to the expiration of the Due Diligence Period (the “Approval Notice”). The Approval Notice shall specify which Contract, if any, that Purchaser desires for Seller to terminate in accordance with the provisions of Section 7.2.2 below. If for any reason or for no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that reason at all, Purchaser shall fail to timely deliver the Termination Approval Notice prior to Seller on or before 5:00 p.m. (Eastern time) on the date that expiration of the Due Diligence Period shall expirePeriod, TIME BEING OF THE ESSENCE, Purchaser the Deposit shall be deemed promptly returned to have waived its right to terminate Purchaser, and this Agreement pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with the acquisition obligations of the Property without a reduction inparties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations). If Purchaser timely delivers the Approval Notice, or an abatement of or credit against, the Purchase Price (and, thereafter, then Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.24.2.3 and, except as expressly provided otherwise herein, the Deposit shall be nonrefundable to Purchaser. 4.2.4 3-14 Audit. Purchaser has informed Seller that Purchaser is required by law to complete with respect to certain matters relating to the Property an audit commonly known as a “3-14” Audit (“Purchaser’s 3-14 Audit”). In connection with the performance of Purchaser’s 3-14 Audit, Seller shall reasonably cooperate with Purchaser during the Due Diligence Period by providing access to Seller’s property manager (i) to assist Purchaser in collecting the documents which are described on Schedule 4.2.5 attached hereto, to the extent in existence and in Seller’s possession (collectively, “Purchaser’s 3-14 Audit Documents”) and (ii) to assist Purchaser in answering questions relating to the Property which are set forth in Schedule 4.2.5 attached hereto, to the extent such information is in existence and in Seller’s possession. Any Purchaser’s 3-14 Audit Documents or other information provided to Purchaser in connection with Purchaser’s 3-14 Audit is being provided for Purchaser’s convenience only and, except as may be expressly set forth in Section 7.1.1, Seller does not represent or warrant the accuracy or completeness of such documentation or information.

Termination Right. If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that is one (1) Business Day immediately following the date the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Initial Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In If Purchaser shall deliver to Seller, prior to, or within two (2) Business Days of, the delivery of the Termination Notice, copies of all reports, studies or other information obtained or received in connection with Investigations including, without limitation, all environmental reports and studies including those relating to the matters described in Schedule 4.2 hereto, Seller shall promptly reimburse Purchaser for the cost of the environmental study or studies but in no event shall Purchaser be required to provide Seller with a basis for its termination in excess of this Agreement$15,000 (the “Termination Fee”). In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCEand time set forth above, Purchaser shall be deemed to have waived its right agreed that the foregoing matters are acceptable to terminate this Agreement pursuant to this Section 4.2.2 Purchaser and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of in or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).

Termination Right. If, on or before the expiration of the Due Diligence Period, Purchaser shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit Buyer shall be promptly returned entitled, at its option, to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and terminate this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice by written notice to Seller on or before 5:00 p.m. the last day of the Inspection Period if any of the following shall occur: (Eastern timei) on if in the date course of Buyer's Inspection, Buyer is in any way unsatisfied with the nature or condition of the tangible personal property included in the Purchased Assets, the status of the Franchises, Seller Contracts or System Rights, or the compliance of such tangible personal property, the System or the Business with the Franchises, Seller Contracts, System Rights or applicable legal requirements; or (ii) if any environmental assessments of the Owned Real Property or the Leased Real Property conducted by or for Buyer shall reveal the presence thereon, or any likelihood of the presence thereon, of any Hazardous Substances in an amount or of a nature that would require corrective action or remediation under applicable laws, or as a result of which the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to terminate owner of the Owned Real Property or a tenant of the Leased Real Property could incur liability under applicable legal requirements. If this Agreement is not terminated by Buyer pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with 5.5 within the acquisition of the Property without a reduction inInspection Period, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement shall continue in full force and effect in accordance with its terms. If this Agreement is terminated by Buyer pursuant to this Section 4.2.2)5.5 during the Inspection Period (i) the Escrow Deposit (and all earnings thereon) shall be returned to Buyer, and the parties will deliver written instructions to the Escrow Agent to such effect, and (ii) neither party shall have any further liability or obligation to the other hereunder, except for that arising from a breach or default hereunder and except that Articles Ten and Twelve shall continue in full force and effect as to Seller and Buyer.

Termination Right. If, on or before the expiration of the Due Diligence Period, Purchaser shall determine that it no longer intends to acquire proceed with the Property for any reason or no reason, and in Purchaser’s sole discretionacquisition of the Property, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern time) on the date that expiration of the Due Diligence Period shall expire (such notice being herein called the “Termination Go Forward Notice”) (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2 and, except as expressly provided otherwise in this Agreement, the Deposit shall be nonrefundable to Purchaser). However, if Purchaser shall fail to deliver the Go Forward Notice to Seller on or before the expiration of the Due Diligence Period, which Purchaser may deliver or not deliver in Purchaser’s sole and absolute discretion, TIME BEING OF THE ESSENCE, then Purchaser shall be deemed to have elected to terminate this Agreement, whereupon the Deposit shall shall, subject to Section 3.2, be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive for the Closing or a termination of this AgreementSurviving Obligations). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).

Termination Right. IfNotwithstanding anything in this Agreement to the contrary, Purchaser may, in its sole discretion, elect to terminate this Agreement during the Inspection Period if Purchaser is not satisfied with the results of its due diligence review for any reason whatsoever. Without limiting the foregoing, and notwithstanding any other provision of this Agreement relating to Purchaser's presumed acceptance of the Pecanland Loan or the Temple Loan as a Permitted Encumbrance, Purchaser may elect to terminate this Agreement during the Inspection Period if it objects to the terms and conditions of any Mortgage Loan Document, including, without limitation, any modification thereto required as a condition to or in connection with any consent to the transactions contemplated hereby that is required to be obtained from a Lender pursuant to the terms of any Mortgage Loan Document. Such election to terminate shall be exercisable by Purchaser's delivery to Seller of a written notice of termination on or before prior to the expiration of the Due Diligence Inspection Period, as it may be extended pursuant to Section 4.3 hereof. The failure of Purchaser shall determine that it no longer intends to acquire deliver to Seller the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller written notice of such determination in writing termination on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions prior to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations expiration of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern time) on the date that the Due Diligence Inspection Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its a waiver of Purchaser's right to terminate this Agreement pursuant to this Section 4.2.2 and to have agreed that it intends to proceed with the acquisition of the Property without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2)4.2.

Termination Right. If, on or before the expiration of the Due Diligence Period, based upon the Investigations and/or the Information, Purchaser shall determine (in its sole and absolute discretion) that it no longer intends to acquire the Property for any reason or for no reason, and in Purchaser’s sole discretionreason whatsoever, then Purchaser shall promptly notify Seller Sellers of such determination in writing on or before 5:00 p.m. (Eastern Central time) on the date that the Due Diligence Period shall expire (such notice being herein called the “Termination Notice”), whereupon in which event the Deposit shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event ; provided, however, that if Sellers have notified Purchaser as and in the manner provided by Section 3.1.2 of this Agreement, Escrowee shall Purchaser release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be required held by Escrowee until the same is to provide Seller with a basis for its termination be released as and in the manner provided by Section 3.1.2 of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller Sellers on or before 5:00 p.m. (Eastern Central time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right agreed that the foregoing matters are acceptable to terminate this Agreement pursuant to this Section 4.2.2 Purchaser and to have agreed that it intends to proceed with the acquisition of the Property in accordance with the terms of this Agreement without a reduction in, or an abatement of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).

Termination Right. If, on or before the expiration of the Due Diligence Period, based upon the Investigations, Purchaser shall determine that it no longer intends is not feasible for it to acquire obtain the Property for any reason Financing, or no reason, Purchaser otherwise disapproves of the CUP and in Purchaser’s sole discretionStructural Review, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. (Eastern Pacific time) on the date that the Due Diligence Period shall expire (such notice being herein called the “"Termination Notice”"), whereupon the Initial Deposit plus interest shall be promptly returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required to provide Seller with a basis for its termination of this Agreement. In the event that Purchaser shall fail to deliver the Termination Notice to Seller on or before 5:00 p.m. (Eastern Pacific time) on the date that the Due Diligence Period shall expire, TIME BEING OF THE ESSENCE, Purchaser shall be deemed to have waived its right agreed that the foregoing matters are acceptable to terminate this Agreement pursuant to this Section 4.2.2 Purchaser and to have agreed that it intends to proceed with the acquisition of the Property without a reduction inProperty, whereupon the Deposit shall become non-refundable and released to Seller, or an abatement of or credit against, the Purchase Price Seller's accommodator (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2).

Termination Right. If, on or before Buyer shall have the unconditional right until the expiration of the Due Diligence PeriodExamination Period to terminate this Agreement, Purchaser shall determine that it no longer intends to acquire the Property for any reason or no reason, and in Purchaser’s sole discretion, then Purchaser shall promptly notify Seller of such determination in writing on or before 5:00 p.m. by either (Eastern timea) on the date that the Due Diligence Period shall expire giving written notice thereof (such notice being herein called the a “Termination Notice”), whereupon the Deposit shall be promptly returned ) to Purchaser, without the consent or joinder of Seller being required and notwithstanding any instructions prior to the contrary which Seller may provide to Escrowee, and this Agreement and the obligations expiration of the parties hereunder shall terminate Examination Period, or (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). In no event shall Purchaser be required b) failing to provide Seller with a basis for its termination written notice prior to the expiration of this Agreement. In the event Examination Period that Purchaser shall fail to deliver Seller will proceed with the Termination acquisition hereby contemplated (such notice, the “Notice to Seller on or before 5:00 p.m. (Eastern time) on Proceed”), in which event this Agreement shall terminate, Buyer shall receive a refund of the date that ▇▇▇▇▇▇▇ Money, and all rights, liabilities and obligations of the Due Diligence Period parties under this Agreement shall expire, TIME BEING OF THE ESSENCEexcept as otherwise set forth herein. If Buyer delivers a Notice to Proceed to Seller prior to the expiration of the Examination Period, Purchaser Buyer conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.2.2 6(c). ▇▇▇▇▇ hereby agrees that in the event ▇▇▇▇▇ delivers a Notice to Proceed, the same shall constitute an acknowledgment that Seller has given Buyer adequate opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Properties. Notwithstanding the foregoing or anything in this Agreement to the contrary, ▇▇▇▇▇ is hereby deemed to have agreed that it intends timely and properly delivered a Notice to proceed with Proceed to Seller prior to the acquisition expiration of the Property without Examination Period (and Buyer is hereby deemed to have not delivered a reduction in, or an abatement Termination Notice to Seller prior to the expiration of or credit against, the Purchase Price (and, thereafter, Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4.2.2Examination Period).