Due Diligence Clause Example with 7 Variations from Business Contracts
This page contains Due Diligence clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) busines...s days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16.View More
Variations of a "Due Diligence" Clause from Business Contracts
Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) busines...s days Buyer hereby acknowledges and agrees that, as of the Effective Date of this Agreement, Date, Seller shall provide, has provided to Buyer, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Materials"), and a copy of Tenant's waiver of its right of first refusal to purchase the Property as set forth in the Lease (the "ROFR Waiver"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason or no reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If, upon completing its due diligence with respect to the Property as permitted hereunder, Buyer desires to proceed with the purchase of the Property, Buyer shall deliver to Seller written notice of its intention to proceed to Closing pursuant to the terms hereof (the "Confirmation Notice"). If Buyer has not delivered the Confirmation Notice to Seller upon the expiration of the Review Period, then this Agreement (i) shall be deemed to have terminated, (ii) the Earnest Money shall be immediately returned to Buyer, and (iii) the parties shall have no further rights or obligations hereunder except those expressly stated to survive the termination or expiration of this Agreement. If this Agreement is not cancelled as set forth above, then except as otherwise provided herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 17 below. If Buyer cancels this Agreement or allows the Agreement to be terminated before or upon the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement Agreement, Title Company is hereby authorized and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller directed to evidence the termination hereof) shall return to Buyer its Earnest Money without further direction by, or the consent of, Seller, and Buyer will the parties shall have absolutely no rights, claims further rights or interest obligations hereunder except those expressly stated to survive the termination or expiration of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Agreement. If Buyer fails to close this transaction at no fault of Seller, perform its obligations hereunder beyond all applicable notice and cure periods, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, may retain the Earnest Money as its sole and exclusive remedy and declare this Agreement 7 Applebee's - Fishers, IN null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. Property. View More
Due Diligence. Within seven (7) days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit B (the "Due Diligence Items"). Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to review the Due Diligence Items, conduct all of its inspections and due diligence subject to notice provisions of the Lease, and satisfy itself regarding the Property and this transaction. transaction, includi...ng without limitation a review of the Lease and securing any necessary financing. Notwithstanding the foregoing, Buyer shall have an option to extend the Review Period for one (1) additional period of fifteen (15) days if such additional time is required to secure necessary financing (the "Extended Review Period"). As a condition of Buyer's exercise of this Extended Review Period option, Buyer shall deposit the Additional Earnest Money pursuant to the terms of Section 4 hereof and give notice of such exercise to Seller prior to the expiration of the Review Period. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing closing or termination of this Agreement. Within five (5) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). agreement. Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice notice, return receipt requested, to Seller and Closing Agent prior to the expiration of the Review Period. Agent. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. hereunder. If Buyer cancels exercises the Extended Review Period option, Buyer may cancel this Agreement before the expiration of the Extended Review Period, Period for failure to secure necessary financing by delivering a cancellation notice, return receipt requested, to Seller and Closing Agent. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth herein, the Additional Earnest Money shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money Money, but not any non-refundable Additional Earnest Money, and any interest thereon, and Buyer will have absolutely no further rights, claims or interest of any type in connection with the Property or Property. 4 Red Robin- Colorado Springs, CO Unless this transaction, regardless of any alleged conduct Agreement is cancelled by Buyer, Buyer during the Review Period pursuant to the terms hereof, Seller or anyone else. shall be entitled to retain the Earnest Money, which will be applied to the Purchase Price at Closing. Without regard to whether Buyer cancels this Agreement during the Review Period, if Buyer exercises its right to the Extended Review Period, the Additional Earnest Money, if any, shall be non-refundable. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, may retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. Property. If this Agreement is not cancelled and the Earnest Money deposit, along with the Additional Earnest Money deposit if applicable, is deposited by Buyer made as required by Section 4 hereof, the Review Period and Extended Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. Buyer. View More
Due Diligence. Buyer will have until 5:00 p.m. Pacific Time on the date that is thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termi...nation of this Agreement. Within five (5) three (3) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Within such three (3) business day period, Seller shall also provide contact information for Seller's contact regarding the Property during the Review Period. Buyer may cancel this Agreement before the expiration of the Review Period for any reason or no reason at all in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, in the event of a failure of a condition precedent as to which the Agreement expressly provides 2 Tractor Supply - Canton, GA for the return of the Earnest Money to Buyer, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section this Section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16.View More
Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) three (...3) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and The Review Period will be deemed satisfied if Buyer has deposited the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. this agreement is not cancelled. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Fresenius Medical Care - Grove City, OH Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. Seller shall endeavor to secure and deliver to Buyer an estoppel certificate from Tenant under the Lease in substantially the form of Exhibit C attached hereto (the "Tenant Estoppel") with any alterations Tenant may make pursuant to its rights under the Lease. Buyer shall deliver the Tenant Estoppel to Seller within 5 days of the Effective Date of this Agreement. Seller reserves the right to make any corrections or changes to the document, which will then be approved by Buyer, before the Tenant Estoppel is sent to Tenant. Seller will deliver the final form of the Tenant Estoppel to Tenant within 7 days after receipt of the final form. Buyer's obligation to close the transaction contemplated under this Agreement is subject to the condition that as of Closing: (i) an estoppel certificate for the leased premises shall have been delivered to Buyer disclosing no material default or claim by landlord or Tenant; (ii) no material default or claim by landlord or Tenant shall have arisen under the Lease that was not specifically disclosed in writing to the Buyer; and (iii) Tenant shall not have initiated or had initiated against it any insolvency, bankruptcy, receivership, or other similar proceeding. The failure of Seller to obtain and deliver the Tenant Estoppel shall constitute a failure of a condition precedent to Buyer's obligations to close but shall not constitute a default under this Agreement. View More
Due Diligence. Buyer will have thirty (30) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing closing or termination of this Agreement. Within five (5)... business days one (1) day of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). If Seller fails to deliver the Seller's Materials within such period, then the Review Period shall be extended on a day for day basis until Buyer's receipt of the Seller's Materials. Seller will send a notice to the Tenant regarding Tenant's right of first offer to purchase the Property pursuant to the Lease and requesting Tenant's offer or waiver thereof within two (2) business days after the Effective Date. Seller agrees to send Buyer a copy of any response from Tenant with respect to such notice within three (3) business days following Seller's receipt of such response from Tenant. If Tenant timely exercises its right of first offer to purchase the Property pursuant to the Lease, Seller shall give Buyer prompt written notice thereof, and this Agreement shall automatically terminate. Upon such termination, the Earnest Money shall be immediately returned to Buyer. Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller and Title Company (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. Money. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. Section 14 hereof shall control. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and the parties shall be deemed proceed to have expired as provided in Section 4. closing. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five forty- five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing 7 Red Robin - Colorado Springs, CO Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller and Title Company (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money. View More
Due Diligence. Buyer will have thirty (30) twenty-five (25) days from the Effective Date of this Agreement (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within...five (5) two (2) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section 6 Section 5 of this Agreement and those provisions stating otherwise (which will survive), Seller Escrow Agent (after execution of such documents reasonably requested by Seller Escrow Agent to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer The Review Period will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain satisfied if Buyer has deposited the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. this Agreement is not cancelled. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) thirty (30) days following the Effective Date to secure any necessary financing financing, upon terms and conditions subject to Buyer's approval, in his sole discretion (the "Financing Contingency Period". Period"). Buyer may extend the Financing Contingency Period by up to ten (10) additional days by providing written notice to Seller of Buyer's election to extend prior to the expiration of the Financing Contingency Period and depositing an additional $50,000 of nonrefundable Earnest Money (the "Additional Earnest Money") with the Title Company in the same manner described in Section 4(a) above. Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of 2 the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. View More
Due Diligence. Buyer will have thirty (30) days from the Effective Date earlier to occur of this Agreement (a) delivery of the ROFR Waiver to Buyer by Seller and (b) written notice from Seller to Buyer of expiration of the Exercise Period without an exercise by Arundel Mills of the right of first refusal (the "Review Period") to conduct all of its inspections and due diligence and satisfy itself regarding the Property and this transaction. Buyer agrees to indemnify and hold Seller harmless for any loss or dama...ge to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Within five (5) three (3) business days of the Effective Date of this Agreement, Seller shall provide, to the extent such items are in its possession, the items listed on Exhibit "B" ("Seller's Materials"). 2 Buyer may cancel this Agreement before the expiration of the Review Period for any reason in its sole discretion by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Review Period. If this Agreement is not cancelled as set forth above, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 17 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of section Section 6 of this Agreement and those provisions stating otherwise (which will survive), Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall return to Buyer its Earnest Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Buyer, Seller or anyone else. If Buyer fails to close this transaction at no fault of Seller, Buyer will be irrevocably deemed in default of this Agreement. Upon default by Buyer, Seller may, as its option, retain the Earnest Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have cancelled this Agreement and relinquish all rights in and to the Property, or Seller may exercise its rights hereunder. If this Agreement is not cancelled and The Review Period will be deemed satisfied if Buyer has deposited the Earnest Money is deposited by Buyer as required by Section 4 hereof, the Review Period will be deemed satisfied by Buyer and shall be deemed to have expired as provided in Section 4. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the "Financing Contingency Period". Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer's failure to secure necessary financing 6 Applebee's - Crawfordsville, IN for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Closing Agent prior to the expiration of the Financing Contingency Period. If this Agreement agreement is not cancelled as set forth herein, the Earnest Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16. cancelled. View More
