Failure to Satisfy Purchaser Closing Conditions. Without derogating from Purchaser’s rights under Section 7.1.1, if on the Closing Date any of the Purchaser Closing Conditions are not satisfied with respect to the Closing (other than as a result of a material default by Purchaser hereunder), then Purchaser may elect, at Purchaser’s option and as Purchaser’s sole remedy, to either (i) waive such condition and proceed to the Closing, (ii) if Purchaser determines that such Purchaser Closing Condition may be satisfied with additional time, defer the Closing for a period of not more than 60 days, but not later than the date set forth in Section 4.1, upon written notice from Purchaser to Sellers or (iii) elect to terminate this Agreement in its entirety by giving Sellers written notice of such election prior to or at the Closing and receive the Deposit then held by Escrowee (and any interest thereon); provided, however, such termination shall not terminate Purchaser’s obligations set forth in Section 12.17.
Failure to Satisfy Purchaser Closing Conditions. If on the Closing Date any of the Purchaser Closing Conditions are not satisfied (other than as a result of a material default by Purchaser hereunder), then Purchaser may elect, at Purchaser’s option and as Purchaser’s sole remedy, to either (i) waive such condition and proceed to Closing or (ii) elect to terminate this Agreement, in which case (A) if the only Purchaser Closing Condition that is unsatisfied is the Purchaser Closing Condition set forth in Section 8.2.1(f), receive a return of $50,000,000 of the Xxxxxxx Money, with the remaining $25,000,000 of the Xxxxxxx Money retained by Sellers as compensation for Sellers’ time and expense incurred in connection with this Agreement and for having the Property subject to the terms of this Agreement from the Effective Date to the termination date, or (B) if the foregoing clause (A) is not applicable, Purchaser shall receive a return of the Xxxxxxx Money (the “Purchaser Closing Condition Remedies”); provided, however, that in the event that Purchaser elects to terminate this Agreement pursuant to clause (ii), Sellers shall have the right, at their option, to extend the scheduled Closing Date for a period necessary to cause the applicable Purchaser Closing Conditions to be satisfied, such period not to exceed thirty (30) days (and, if the applicable Purchaser Closing Condition is satisfied by Sellers during such thirty (30) day period, then Purchaser shall no longer have the right to terminate this Agreement pursuant to this Section 7.1.2 with respect to such Purchaser Closing Condition).
Failure to Satisfy Purchaser Closing Conditions. Without derogating from Purchaser’s rights under Section 7.1.1, if on the Closing Date any of the Purchaser Closing Conditions are not satisfied with respect to the Closing (other than as a result of a material default by Purchaser hereunder), then Purchaser may elect, at Purchaser’s option and as Purchaser’s sole remedy, to either (i) waive such condition and proceed to the Closing; or (ii) elect to terminate this Agreement in its entirety by giving Sellers written notice of such election prior to or at the Closing and the Deposit then held by Escrowee (and any interest thereon) shall (to the extent of the then outstanding principal amount of the Loan Agreement) be remitted to Summit, or its permitted assign under the Loan Agreement, and automatically applied towards any then outstanding principal balance of the Loan Agreement and the remaining balance, if any, of the Deposit then held by Escrowee (and any interest thereon) shall be remitted to and may be retained by Purchaser.
