Termination as a Remedy. In the event that the aggregate sum of (i) the Defect Values attributable to uncured Defects related to the Purchased Assets which were the subject of a Defect Notice delivered no later than the Notice Deadline, plus (ii) the Allocated Values of all Restricted Contracts as to which any Required Consents are not obtained by the Closing and all other Restricted Assets reasonably related to such Restricted Contracts, plus (iii) the Allocated Values of all Purchased Assets for which applicable Preferential Rights have been validly exercised on or before the Closing Date plus (iv) the aggregate amount of costs and expenses associated with repairing, restoring or replacing the Purchased Assets affected by Casualty Events, exceeds $11,250,000, then either Buyer or Seller may elect to terminate this Agreement and upon such election, notwithstanding anything herein to the contrary, no Party shall have any further liability or obligation to the other hereunder, except that (A) Seller shall be obligated to promptly return the Deposit to Buyer via wire transfer of immediately available funds to the account designated in writing by Buyer and (B) the indemnification obligations set forth in Section 6.2 shall survive such termination and be enforceable in accordance with the terms hereof.
Termination as a Remedy. In the event the aggregate sum of the Defect Values results in a reduction in Purchase Price in excess fifteen percent (15%) of the Purchase Price, either Buyer or Seller may elect to terminate this Agreement, in which case neither party shall have any further liability or obligation to the other hereunder except as to (i) the return of the Performance Deposit to Buyer, and (ii) all obligations imposed by any confidentiality agreement, which shall survive such termination and be enforceable in accordance with the terms thereof; provided, that for purposes of determination of the aggregate sum of the Defect Values pursuant to this Section 5.08, exercised or unexercised Preferential Rights or unobtained Consents will not be considered Title Defects.
Termination as a Remedy. In the event the aggregate sum of the Remediation Values exceeds fifteen percent (15%) of the Purchase Price, either Buyer or Seller may elect to terminate this Agreement, in which case neither party shall have any further liability or obligation to the other hereunder except as to (i) the return of the Performance Deposit to Buyer, and (ii) all obligations imposed by any confidentiality agreement, which shall survive such termination and be enforceable in accordance with the terms thereof.
