Common use of Second Deferral Period Clause in Contracts

Second Deferral Period. If (i) the original Closing Date is deferred for an initial Deferral Period as provided in Section 10.3(a) above, (ii) as of the extended Closing Date, except for the Extension Conditions in Sections 10.3(ii)(B) or (C) or 10.3(iii)(II), above (for which no additional extension shall be available), the Extension Condition for such Problem Asset has not been cured by the end of the initial Deferral Period, (iii) Purchaser has not terminated this Agreement or any Other Purchase and Sale Agreement with respect to the Asset or any Other Asset except pursuant to Sections 12.1 or 12.2 hereof or thereof, and (iii) the Party requesting the further extension is not in default under this Agreement or under any Other Purchase and Sale Agreement except with respect to the applicable unsatisfied Extension Condition with respect to the Problem Asset that is the subject of the second Deferral Notice request, then the applicable Party may, upon written notice to the other Party delivered on or before the Closing Date (as the same has been extended for an initial Deferral Period under Section 10.3(a)) defer such extended Closing Date for a second Deferral Period with respect to not more than one (1) Problem Asset (exclusive of a deferral with respect to the Asset and Sonoma Golf Club, the Renaissance Houston or the Denver Marriot pursuant to Sections 10.3(d), (e) or (f) below), to provide additional time to cure the unsatisfied Extension Condition with respect to such one (1) Problem Asset; provided, however, that if such extended Closing Date is deferred with respect to one (1) Problem Asset for an additional Deferral Period in accordance with the foregoing provisions of this Section 10.3(b), then on the Closing Date (as the same has been extended for an initial Deferral Period under this Section 10.3(b) and without reference to any second Deferral Period), the Parties shall proceed to close on the Asset and all Other Assets other than (x) such one (1) Problem Asset, (y) any Asset subject to an additional Deferral Period as described in Sections 10.3(d), (e) or (f) below, and (z) any Asset or Other Asset for which Purchaser has elected to terminate the applicable Agreement or Other Purchase and Sale Agreement pursuant to Sections 12.1 or 12.2 hereof or thereof. If the Extension Condition has not been satisfied for such one (1) Problem Asset by the end of the second Deferral Period, then, so long as the Party requesting the additional Deferral Period under this Section 10.3(b) has, during the second Deferral Period, used Commercially Reasonable Efforts to cure or assist the other Party in curing, as applicable, such Extension Condition, then either Seller or Purchaser may terminate this Agreement or Other Purchase and Sale Agreement, as applicable, with respect to such one (1) Problem Asset except for the provisions that expressly survive termination, whereupon Purchaser shall receive a refund of the Exxxxxx Money allocated to such one (1) Problem Asset.

Second Deferral Period. If (i) the original Closing Date is deferred for an initial Deferral Period as provided in Section 10.3(a) above, (ii) as of the extended Closing Date, except for the Extension Conditions in Sections 10.3(ii)(B) or (C) or 10.3(iii)(II), above (for which no additional extension shall be available), the Extension Condition for such Problem Asset has not been cured by the end of the initial Deferral Period, (iii) Purchaser has not terminated this Agreement or any Other Purchase and Sale Agreement with respect to the Asset or any Other Asset except pursuant to Sections 12.1 or 12.2 hereof or thereof, and (iii) the Party requesting the further extension is not in default under this Agreement or under any Other Purchase and Sale Agreement except with respect to the applicable unsatisfied Extension Condition with respect to the Problem Asset that is the subject of the second Deferral Notice request, then the applicable Party may, upon written notice to the other Party delivered on or before the Closing Date (as the same has been extended for an initial Deferral Period under Section 10.3(a)) ), defer such extended Closing Date for a second Deferral Period with respect to not more than one (1) Problem Asset (exclusive of a deferral with respect to the Asset Fairmont Sonoma Mission Inn & Spa and Sonoma Golf Club, the Renaissance Houston or the Denver Marriot pursuant to Sections 10.3(d), (e) or (f) below), to provide additional time to cure the unsatisfied Extension Condition with respect to such one (1) Problem Asset; provided, however, that if such extended Closing Date is deferred with respect to one (1) Problem Asset for an additional Deferral Period in accordance with the foregoing provisions of this Section 10.3(b), then on the Closing Date (as the same has been extended for an initial Deferral Period under this Section 10.3(b) and without reference to any second Deferral Period), the Parties shall proceed to close on the Asset and all Other Assets other than (x) such one (1) Problem Asset, (y) any Asset subject to an additional Deferral Period as described in Sections 10.3(d), (e) or (f) below, and (z) any Asset or Other Asset for which Purchaser has elected to terminate the applicable Agreement or Other Purchase and Sale Agreement pursuant to Sections 12.1 or 12.2 hereof or thereof. If the Extension Condition has not been satisfied for such one (1) Problem Asset by the end of the second Deferral Period, then, so long as the Party requesting the additional Deferral Period under this Section 10.3(b) has, during the second Deferral Period, used Commercially Reasonable Efforts to cure or assist the other Party in curing, as applicable, such Extension Condition, then either Seller or Purchaser may terminate this Agreement or Other Purchase and Sale Agreement, as applicable, with respect to such one (1) Problem Asset except for the provisions that expressly survive termination, whereupon Purchaser shall receive a refund of the Exxxxxx Money allocated to such one (1) Problem Asset.

Second Deferral Period. If (i) the original Closing Date is deferred for an initial Deferral Period as provided in Section 10.3(a) above, (ii) as of the extended Closing Date, except for the Extension Conditions in Sections 10.3(ii)(B) or (C) or 10.3(iii)(II), above (for which no additional extension shall be available), the Extension Condition for such Problem Asset has not been cured by the end of the initial Deferral Period, (iii) Purchaser has not terminated this Agreement or any Other Purchase and Sale Agreement with respect to the any Asset or any Other Asset except pursuant to Sections 12.1 or 12.2 hereof or thereof, and (iii) the Party requesting the further extension is not in default under this Agreement or under any Other Purchase and Sale Agreement except with respect to the applicable unsatisfied Extension Condition with respect to the Problem Asset that is the subject of the second Deferral Notice request, then the applicable Party may, upon written notice to the other Party delivered on or before the Closing Date (as the same has been extended for an initial Deferral Period under Section 10.3(a)) ), defer such extended Closing Date for a second Deferral Period with respect to not more than one (1) Problem Asset (exclusive of a deferral with respect to the Asset Fairmont Sonoma Mission Inn & Spa and Sonoma Golf Club, the Renaissance Houston or the Denver Marriot pursuant to Sections 10.3(d), (e) or (f) below), to provide additional time to cure the unsatisfied Extension Condition with respect to such one (1) Problem Asset; provided, however, that if such extended Closing Date is deferred with respect to one (1) Problem Asset for an additional Deferral Period in accordance with the foregoing provisions of this Section 10.3(b), then on the Closing Date (as the same has been extended for an initial Deferral Period under this Section 10.3(b) and without reference to any second Deferral Period), the Parties shall proceed to close on the Asset all Assets and all Other Assets other than (x) such one (1) Problem Asset, (y) any Asset subject to an additional Deferral Period as described in Sections 10.3(d), (e) or (f) below, and (z) any Asset or Other Asset for which Purchaser has elected to terminate the applicable Agreement or Other Purchase and Sale Agreement pursuant to Sections 12.1 or 12.2 hereof or thereof. If the Extension Condition has not been satisfied for such one (1) Problem Asset by the end of the second Deferral Period, then, so long as the Party requesting the additional Deferral Period under this Section 10.3(b) has, during the second Deferral Period, used Commercially Reasonable Efforts to cure or assist the other Party in curing, as applicable, such Extension Condition, then either Seller Sellers or Purchaser may terminate this Agreement or Other Purchase and Sale Agreement, as applicable, with respect to such one (1) Problem Asset except for the provisions that expressly survive termination, whereupon Purchaser shall receive a refund of the Exxxxxx Money allocated to such one (1) Problem Asset.

Second Deferral Period. If (i) the original Closing Date is deferred for an initial Deferral Period as provided in Section 10.3(a) above, (ii) as of the extended Closing Date, except for the Extension Conditions in Sections 10.3(ii)(B) or (C) or 10.3(iii)(II), above (for which no additional extension shall be available), the Extension Condition for such Problem Asset has not been cured by the end of the initial Deferral Period, (iii) Purchaser has not terminated this Agreement or any Other Purchase and Sale Agreement with respect to the Asset or any Other Asset except pursuant to Sections 12.1 or 12.2 hereof or thereof, and (iii) the Party requesting the further extension is not in default under this Agreement or under any Other Purchase and Sale Agreement except with respect to the applicable unsatisfied Extension Condition with respect to the Problem Asset that is the subject of the second Deferral Notice request, then the applicable Party may, upon written notice to the other Party delivered on or before the Closing Date (as the same has been extended for an initial Deferral Period under Section 10.3(a)) ), defer such extended Closing Date for a second Deferral Period with respect to not more than one (1) Problem Asset (exclusive of a deferral with respect to the Asset Fairmont Sonoma Mission Inn & Spa and Sonoma Golf Club, the Renaissance Houston or the Denver Marriot pursuant to Sections 10.3(d), (e) or (f) below), to provide additional time to cure the unsatisfied Extension Condition with respect to such one (1) Problem Asset; provided, however, that if such extended Closing Date is deferred with respect to one (1) Problem Asset for an additional Deferral Period in accordance with the foregoing provisions of this Section 10.3(b), then on the Closing Date (as the same has been extended for an initial Deferral Period under this Section 10.3(b) and without reference to any second Deferral Period), the Parties shall proceed to close on the Asset and all Other Assets other than (x) such one (1) Problem Asset, (y) any Asset subject to an additional Deferral Period as described in Sections 10.3(d), (e) or (f) below, and (z) any Asset or Other Asset for which Purchaser has elected to terminate the applicable Agreement or Other Purchase and Sale Agreement pursuant to Sections 12.1 or 12.2 hereof or thereof. If the Extension Condition has not been satisfied for such one (1) Problem Asset by the end of the second Deferral Period, then, so long as the Party requesting the additional Deferral Period under this Section 10.3(b) has, during the second Deferral Period, used Commercially Reasonable Efforts to cure or assist the other Party in curing, as applicable, 37 such Extension Condition, then either Seller Sellers or Purchaser may terminate this Agreement or Other Purchase and Sale Agreement, as applicable, with respect to such one (1) Problem Asset except for the provisions that expressly survive termination, whereupon Purchaser shall receive a refund of the Exxxxxx Money allocated to such one (1) Problem Asset.