Buyer’s Termination Right. If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.
Buyer’s Termination Right. If Buyer exercises the right to terminate this Agreement in accordance with Sections 6.3 (including without limitation for any New Title Matter) or 6.4 hereof, this Agreement shall terminate as of the date the termination notice is given by Buyer (except as to such matters that are expressly specified to survive the termination of this Agreement), and Escrow Holder shall return the Deposit to Buyer If Buyer does not exercise the right to terminate this Agreement in accordance with Sections 6.3 or Section 6.4 hereof, this Agreement shall continue in full force and effect and the Deposit shall become non-refundable except as provided in Section 3.1 above.
Buyer’s Termination Right. Buyer shall have the right at any time before the Termination Deadline to terminate this Agreement if, during the course of Buyer’s CONFIDENTIAL TREATMENT REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. investigation of the Property, Buyer determines, in its sole discretion, that the Property is not acceptable to Buyer. Buyer may exercise such termination right by delivering written notice of termination to Seller and Escrow Holder (a “Termination Notice”) before the Termination Deadline. Upon the timely delivery of a Termination Notice, (i) Escrow Holder, without the need for any further instructions from either Seller or Buyer, shall automatically and immediately return to Buyer the Deposit (including all interest accrued thereon), (ii) Buyer shall bear all Escrow cancellation charges and similar fees (“Cancellation Charges”), and (iii) this Agreement shall automatically terminate and be of no further force or effect and neither Party shall have any further rights or obligations under this Agreement, except for the Surviving Obligations. If, for any reason whatsoever, Buyer does not exercise such termination right by delivery of the Termination Notice before the Termination Deadline, Buyer shall be deemed to have elected not to terminate this Agreement.
Buyer’s Termination Right. If Buyer is not satisfied with the ------------------------- environmental condition of the Real Estate, Buyer may terminate this Agreement by giving notice of termination to Seller and Escrow Holder during the Inspection Period. If Buyer terminates this Agreement, Buyer and Seller each shall pay one half of the Escrow and title cancellation charges; after Buyer has paid its share of those cancellation charges, the Deposit will be returned to Buyer; and neither party will have any further obligation to the other under this Agreement. But the Deposit will not be returned to Buyer until Buyer has delivered to Seller valid, recordable waivers of mechanics' and other statutory liens from all contractors who conducted tests at Buyer's request.
Buyer’s Termination Right. If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered to Buyer a Casualty/Condemnation Notice as provided above, and in which case the Xxxxxxx Money Deposit shall be returned to Buyer and the parties shall have no further obligations other than those which expressly survive this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of the Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Million Dollars ($1,000,000) or loss of the access to the Hotel. In the event that Buyer has the right to terminate this Contract under this Section 13.3 but elects not to do so, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage, casualty or condemnation which is not substantial, Buyer may elect to (i) adjourn the Closing until the Property has been so repaired and restored by Seller at Seller’s sole cost and expense or (ii) receive payment from Seller at the Closing of all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assignment of all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. Notwithstanding the foregoing, Buyer’s prior consent shall not be required for any action that Seller shall elect to take in order to repair or remediate any condition which poses a danger to the health and welfare of any hotel guest, employee and/or general public or if the cost of all su...
Buyer’s Termination Right. Buyer shall have the right at any time during the period commencing on the Effective Date and ending on the 30th day after the Effective Date (the “Inspection Period”) to terminate this Agreement in its sole and absolute discretion by written notice to Seller. If Buyer delivers written notice to Seller terminating this Agreement on or before the expiration of the Inspection Period, then (a) Escrow Agent shall return the Deposit to Buyer, (b) the parties shall share equally the cancellation charges, if any, of Escrow Agent, and (c) this Agreement shall terminate automatically and be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If Buyer fails to deliver written notice to terminate this Agreement under this Section 4.3 or delivers to Seller written notice affirmatively waiving Buyer’s right to terminate this Agreement under this Section 4.3 (any such waiver notice, the “Inspection Period Termination Waiver Notice”) then the Deposit shall be non-refundable, except for Seller default which is not cured in accordance with the terms of Section 13.1, failure of any Buyer condition to Closing, or any other provision of this Agreement providing for return of the Deposit to Buyer.
Buyer’s Termination Right. Within the Inspection Period, Buyer may elect (for any reason, or for no reason) whether or not to go forward with this Agreement to Closing, which election shall be made by notice to Seller and Escrow Agent given within the Inspection Period. If such notice is not timely given, this Agreement and all rights, duties and obligations of Buyer and Seller hereunder, except any which expressly survive termination such as Buyer’s indemnity and insurance obligations in Section 3.1, shall terminate, whereupon Escrow Agent shall promptly return to Buyer the Xxxxxxx Money Deposit. Buyer shall return to Seller the materials and information furnished to Buyer by Seller, at no cost to Seller, after the Buyer’s receipt of the Xxxxxxx Money Deposit. After the conclusion of the Inspection Period the Xxxxxxx Money Deposit shall not be refundable except upon terms otherwise expressly set forth herein.
Buyer’s Termination Right. Buyer shall have the right to terminate the Agreement in Buyer’s sole discretion for any reason or no reason on or prior to 5:00 p.m., Property- local time on (the “Feasibility Deadline”). In order to so terminate the Agreement, Buyer shall provide written notice of termination to Seller and the escrow agent for the transaction (if any) prior to the Feasibility Deadline. If Buyer timely terminates the Agreement as provided herein, Buyer shall receive a full refund of any and all xxxxxxx money deposits (the “Deposit”) in connection with the Agreement, and in such an event Seller shall provide instruction to any escrow agent to release any such Deposit to Buyer. If Buyer fails to so terminate the Agreement by the Feasibility Deadline, Buyer shall be deemed to have waived its right to terminate the Agreement pursuant to this Addendum Section 2 and accordingly shall not be entitled a refund of the Deposit pursuant to this Addendum Section 2.
Buyer’s Termination Right. Buyer shall have the right at any time during the period commencing on the Effective Date and ending on February 26, 2014 (the “Inspection Period”) to terminate this Agreement in its sole and absolute discretion. If Buyer fails to deliver a written notice to Seller waiving its termination right hereunder on or before the expiration of the Inspection Period, then (a) Escrow Agent shall return the Deposit to Buyer, less the Independent Contract Consideration (which Escrow Agent shall deliver to Seller), (b) the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and (c) this Agreement shall terminate automatically and be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination of this Agreement). If Buyer delivers written notice waiving its termination right under this Section 4.3, then the Deposit shall be non-refundable, except for Seller default, failure of any Buyer condition to Closing, or any other provision of this Agreement providing for return of the Deposit to Buyer.
Buyer’s Termination Right. If, prior to Closing and the delivery of possession of any Hotel Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the related Hotel or (b) there is any substantial casualty loss or damage to the related Hotel, Buyer shall have the option to terminate this Contract as to the affected Hotel Property or, at Buyer’s election, terminate this Contract as to all of the Hotel Properties not purchased by Buyer, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event the Deposit (if Buyer elects to terminate this Contract as to all of the Hotel Properties) or the a pro rata amount of the Deposit (i.e., $500,000) for the affected Hotel Property (if Buyer elects to terminate only as to the affected Hotel Property and other Hotel Property(ies) remain subject to this Contract) and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract with respect to the affected Hotel Property unless Buyer elects to terminate this Contract in its entirety, in which event Seller and Buyer shall have no obligation or liability under this Contract with respect to any Hotel Property. In the context of condemnation, “substantial” shall mean condemnation of such portion of any Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in value.
