Common use of Buyer’s Right to Terminate Clause in Contracts

Buyer’s Right to Terminate. If any Parcel is deemed or treated as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreement.

Buyer’s Right to Terminate. If At any Parcel is deemed or treated time prior to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel written notice of termination to Seller (the “Remaining ParcelsTermination Notice”) ). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be reduced by an amount equal deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the Allocated Purchase Price for end of the Removed ParcelDue Diligence Period, (b) the Allocated Deposit for the Removed Parcel Buyer’s Xxxxxxx Money shall immediately be returned to Buyer Buyer, and the Deposit Parties shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of have no further force and effect, obligation to each other except for any indemnity those obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise which expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Xxxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Xxxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Exxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Exxxxxx Money with the Escrow Holder, the Exxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. If any Parcel is deemed or treated as a Removed Parcel, then Buyer shall not have the right to terminate this Contract (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall not be reduced accordinglyrefundable), except as provided in Exhibit "M" or Section 5 herein or for an uncured material breach of a representation, warranty or covenant by Seller or in the event of a condemnation to the extent herein provided. Failure by Buyer to timely notify Seller of an Environmental Condition or an objection to an Additional Exception as provided in Exhibit "M" and Section 5 respectively during the Investigation Period shall be deemed a waiver of Buyer's rights to make any future objections with respect to same. If this Contract is not terminated as provided herein, except as expressly provided otherwise in this Agreement, Buyer shall be deemed to have acknowledged that (a) BUYER HAS HAD THE FULL OPPORTUNITY TO MAKE SUCH INVESTIGATION OF THE CONDITION OF THE PROPERTY AS BUYER HAS DEEMED NECESSARY; (b) BUYER IS RELYING SOLELY UPON ITS OWN INVESTIGATION IN MAKING THE DECISION TO PURCHASE THE PROPERTY; AND (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed ParcelBUYER WILL ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the partiesWITHOUT ANY OBLIGATION OF SELLER TO MAKE ANY REPAIRS OR RENOVATIONS TO THE PROPERTY, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed ParcelAND WITH NO REPRESENTATIONS OR WARRANTIES, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the samePROMISES, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kindCOVENANTS, express or implied)AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, (g) all of Seller’s and Buyer’s rightsWHETHER EXPRESS OR IMPLIED, liabilitiesORAL OR WRITTEN, obligationsPAST, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this AgreementPRESENT OR FUTURE.

Buyer’s Right to Terminate. If In the event of a material breach hereunder by Seller prior to the Closing Date of any Parcel is deemed Seller agreement, covenant, representation, or treated as warranty hereunder, and the continuation of such breach without cure for a Removed Parcelperiod of thirty (30) consecutive days following the date on which Buyer shall have given to Seller written notice of such breach, then (unless otherwise specifically set forth Buyer may in its discretion, by giving written notice of termination to Seller, so long as Buyer is not then in material breach hereunder, terminate this Agreement): (a) the Purchase Price Agreement without cost, penalty, or liability on Buyer’s part of any kind and without releasing Seller from any liability for all Parcels minus the Removed Parcel (the “Remaining Parcels”) such Seller breach, and Buyer shall be reduced entitled to all legal and equitable relief that Buyer may have available against Seller. The rights conferred by an amount equal to the Allocated Purchase Price for foregoing sentence shall not be exercised unless Buyer has given Seller thirty (30) days written notice of the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer specific nature of such breach and Seller shall each be liable for one-half has failed to correct such breach within that period. Furthermore, in the event of any escrow fees a breach or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered threatened breach by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect prior to the Removed Parcel and (h) all of Seller’s and Buyer’s rightsClosing Date, liabilities, obligations, representations and warranties with respect Buyer shall be entitled to the Remaining Parcels, together with all of the other applicable terms specific performance of this Agreement, without any requirement for Buyer to post bond or provide any other security, such requirement, if any, being hereby waived by Seller. Finally, if Seller shall remain in full force and effect (i) file with respect to Seller or consent by answer or otherwise to the filing against Seller of a petition for relief or reorganization or any other petition under the bankruptcy or insolvency law of any jurisdiction, (ii) make an assignment for the benefit of Seller’s creditors or fail generally to pay Seller’s debts as they mature, (iii) consent to the appointment of a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, (iv) be dissolved or be adjudicated bankrupt or insolvent, or (v) take corporate action for the purpose of any of the foregoing or if a Governmental Body shall enter an order appointing, without consent by Seller, a custodian, receiver, trustee, or other officer with similar powers with respect to Seller or any substantial part of Seller’s property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction with respect to Seller or any substantial part of Seller’s property, or ordering the dissolution, winding up, or liquidation of Seller, or if any petition for any such relief shall be filed against Seller, and such petition shall not be dismissed within thirty (30) days thereafter, then, upon or after the occurrence of any event described in this sentence, Buyer may, in its sole discretion, by giving written notice of termination to Seller, terminate this Agreement without cost, penalty, or liability on Buyer’s part of any kind so long as Buyer is not then in material breach hereunder, and Buyer shall be entitled to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementlegal and equitable relief that Buyer may have available against Seller.

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money Purchase and Sale Agreement (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Xxxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. At any time up to and including the Approval Date, Buyer has the unqualified right to terminate this Agreement for any reason or no reason and obtain a full refund of the Xxxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Xxxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Xxxxxxx Money with the Escrow Holder, the Non-Refundable Xxxxxxx Money (as a Removed Parceldescribed in Section 14(c), then (unless otherwise below) shall become non-refundable to Buyer except as specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. If At any Parcel is deemed or treated time prior to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Money, subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing,” by delivering a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel written notice of termination to Seller (the “Remaining ParcelsTermination Notice”) ). On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Properties and matters affecting the Properties and wishes to proceed with the acquisition of the Properties under this Agreement, Buyer shall give Seller written notice of its approval of its due diligence review of the Properties and election to proceed under this Agreement (the “Approval Notice”). If Buyer has not delivered a Termination Notice to Seller and fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be reduced by an amount equal deemed to have delivered a Termination Notice, in which case this Agreement shall automatically terminate as of the Allocated Purchase Price for end of the Removed ParcelDue Diligence Period, (b) the Allocated Deposit for the Removed Parcel Buyer’s Exxxxxx Money shall immediately be returned to Buyer Buyer, and the Deposit Parties shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of have no further force and effect, obligation to each other except for any indemnity those obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise which expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreement. If Buyer timely delivers its Approval Notice to Seller the Exxxxxx Money shall become non-refundable to Buyer except as specifically set forth herein. Buyer shall not have the right to deliver an Approval Notice to fewer than all of the Properties, and any failure to deliver an Approval Notice as to any one or more Properties shall be deemed to be disapproval of all Properties. Any notice which disapproves any matter, or conditions or qualifies Buyer’s approval of its due diligence review, shall be deemed to be a Termination Notice.

Buyer’s Right to Terminate. If Buyer may terminate this Agreement or any Parcel Purchase Order, by providing written Notice to Supplier: (a) if Supplier is deemed in material breach of any representation, warranty or treated covenant of Supplier under this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Supplier within thirty (30) days after Supplier’s receipt of written Notice of such breach; or (b) if Supplier (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a Removed Parcelpetition for voluntary or involuntary bankruptcy or otherwise becomes subject, then voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (unless otherwise specifically iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. As a condition precedent to Buyer’s right to terminate this Agreement or any Purchase Order pursuant to this Section 5.4, within thirty (30) days following the date of Buyer’s termination Notice, Buyer shall pay to Supplier all amounts due to Supplier for Materials delivered by Supplier to Buyer prior to Supplier’s receipt of the termination Notice and reimburse Supplier for all of Supplier’s out-of-pocket costs and expenses (including raw materials) incurred by Supplier prior to receipt of Buyer’s termination Notice that arise from or relate to this Agreement or any Purchase Order issued by Buyer to Supplier prior to Supplier’s receipt of such notice (each, a “Reimbursement Payment”). Any termination under this Section 5.4 will be effective on the latest to occur of Supplier’s receipt of Buyer’s written Notice of termination, Supplier’s receipt of the Reimbursement Payment or such other later date (if any) set forth in this Agreement): such termination Notice (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal if and to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company extent that such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments later date is approved by Supplier in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or impliedwriting), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreement.

Buyer’s Right to Terminate. If any Parcel is deemed or treated as a Removed Parcel, then (unless otherwise specifically set forth in Buyer may terminate this Agreement): Agreement by providing Notice to Seller: (a) if Seller is in material breach of any representation, warranty or covenant of Seller under this Agreement, and either the Purchase Price for all Parcels minus breach cannot be cured or, if the Removed Parcel breach can be cured, it is not cured by Seller within a commercially reasonable period of time (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, in no case exceeding ten days after Seller's receipt of Notice of such breach; or (b) the Allocated Deposit if Seller: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files an application for voluntary bankruptcy; (iii) has a bankruptcy order made against it or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (v) makes or seeks to make a general assignment for the Removed Parcel shall be returned benefit of its creditors; or (vi) applies for or has an interim receiver, receiver, receiver-manager, trustee, monitor, custodian or similar agent appointed by order of any court of competent jurisdiction to Buyer and the Deposit shall be reduced accordingly, take charge of or sell any material portion of its property or business; or (c) Buyer in the event of a Force Majeure Event affecting Seller's performance under this Agreement for more than one hundred and Seller shall each be liable for one-half of twenty consecutive days. Notwithstanding any escrow fees or charges allocated to the Removed Parceltermination, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return pay to Seller all items relating amounts due to such Removed Parcel previously Seller for conforming Goods delivered by Seller to Buyer at before Seller’s written request (without representation or warranty 's receipt of any kindthe termination Notice in accordance with existing payment terms. In addition, express or implied)unless Buyer has exercised its right to terminate due to a material breach of product quality by Seller, (g) Buyer shall reimburse Seller for all of Seller’s 's out-of-pocket costs and expenses (including raw materials, machinery, unamortized capital costs, unallocated overhead and equipment purchases) incurred by Seller before receipt of Buyer’s rights, liabilities, obligations, representations and warranties with respect 's termination Notice that arise from or relate to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement any Purchase Order issued by Buyer to survive Seller before Seller's receipt of such notice (each, a "Reimbursement Payment"). Seller shall submit its claim for any Reimbursement Payment within 30 days after the effective date of termination of this Agreement with respect to the Removed Parcel and (h) all Buyer will pay such claim within 45 days after receipt of Seller’s invoice. Any termination under this Section 16.04 will be effective on the latest to occur of Seller's receipt of Buyer's written Notice of termination, Seller's receipt of the Reimbursement Payment or such other later date (if any) set forth in such termination Notice (if and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain extent that such later date is approved by Seller in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementwriting).

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Initial Xxxxxxx Money Deposit (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice and the Remaining Xxxxxxx Money Deposit to Seller, the Xxxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in herein. If Buyer fails to timely deliver an Approval Notice or the Remaining Xxxxxxx Money Deposit, Buyer shall be deemed to have elected to terminate this Agreement): , the Agreement shall automatically terminate as of the date of such failure, and Buyer’s Xxxxxxx Money (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”and any interest thereon) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall immediately be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreement.

Buyer’s Right to Terminate. If Buyer shall have the right to terminate this Agreement, upon written notice to Seller, upon any Parcel of the following events: (a) if the Project shall not have been Substantially Completed (as defined in section 7.5(i)) on or prior to February 28, 1998; or (b) if the Closing shall not have occurred on or prior to March 15, 1998. (1) Seller shall have ceased, for a period of thirty (30) days or more, to diligently prosecute the completion of the Project or shall have stated its intention to discontinue work on the Project, and (2) such cessation or discontinuance is deemed or treated not necessitated by Force Majeure (as a Removed Parceldefined below), and (3) Buyer terminates this Agreement, then Seller shall pay to Buyer two hundred fifty thousand dollars (unless otherwise $250,000) as liquidated damages for Seller's failure to complete the Project. SELLER AND BUYER AGREE THAT, IF THE EVENTS LISTED IN CLAUSES 1, 2 AND 3 OF THE PRECEDING SENTENCE OCCUR, THEN IT SHALL CONSTITUTE A MATERIAL DEFAULT BY SELLER UNDER THIS AGREEMENT AND THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT SPECIFIED ABOVE IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY BUYER IF SELLER MATERIALLY DEFAULTS UNDER THIS AGREEMENT AS DESCRIBED ABOVE. Nothing in this section 3.2 shall impair Buyer's right to specifically enforce Seller's obligations under this Agreement in lieu of seeking the remedy set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementsection 3.2.

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Exxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Initial Exxxxxx Money Deposit (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely delivers its Approval Notice to Seller and timely deposits the Remaining Exxxxxx Money with the Escrow Holder, the Exxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. If any Parcel is deemed or treated as a Removed ParcelBuyer, then (unless otherwise specifically set forth in at its option, may terminate this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to so long as Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees is not then in material default under or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms material breach of this Agreement, upon the happening of any of the following events: (i) The KEYH FCC Licenses or other Permits are modified as a result of any action initiated by Seller without the consent of Buyer, whose consent shall remain not be unreasonably withheld if such modification is required pursuant to a casualty event, or (ii) the KEYH FCC Licenses or other Permits are unilaterally modified by the FCC and such modification results in an adverse change in Buyer's ability to operate Station KEYH in a manner consistent with Seller's past operations thereof, or (iii) the terms of the KEYH FCC Licenses or other Permits are substantially modified resulting in an adverse change in Buyer's ability to operate Station KEYH in a manner consistent with Seller's past operations thereof; provided, however, that Sections 7.4.1(ii) and 7.4.1(iii) shall not apply if such modification is a result of a modification of FCC rules, regulations or policies affecting all members of the class of holders of FCC licenses to which Seller or Artlite belongs as the holder of the KEYH FCC Licenses; 7.4.2 The KEYH Assignment Application is designated for a hearing before an administrative law judge; 7.4.3 The FCC institutes revocation of license proceedings against Station KEYH; or 7.4.4 Seller is in material breach of this Agreement ten business days after notice of breach and has not commenced and continued to prosecute diligently a cure therefor or such breach is or becomes incurable; 7.4.5 The FM Asset Purchase Agreement has been terminated; or 7.4.6 The transactions contemplated by the FM Asset Purchase Agreement have been consummated and the KEYH Local Marketing Agreement or the AM Local Marketing Agreement are no longer in full force and effect (unless such failure to be in full force and effect with respect to all Remaining Parcels. the AM Local Marketing Agreement is due to a breach by LBI Holdings or Buyer under the AM Local Marketing Agreement). 7.4.7 The provisions transactions contemplated by the FM Asset Purchase Agreement have been consummated and the transactions contemplated by the AM Asset Purchase Agreement have failed to be consummated concurrently therewith for reasons other than (a) Buyer's material breach of any representations, warranties or covenants under this Agreement in any respect, (b) Seller's failure to cause Artlite to perform the actions that Seller has agreed to cause Artlite to perform under Section 6.3.2 shall survive 7.2.1 or 7.2.2, (c) Seller's failure to prohibit Artlite from taking certain actions that Seller has agreed to cause Artlite not to take under Section 6.2, (d) Seller's failure to deliver one or more items required to be delivered under Section 9.1 solely due to the Closing failure by Artlite or earlier termination any of this Agreementits affiliates to perform the necessary actions to cause such delivery or (e) breach of the representations and warranties set forth in Article IV solely due to or solely relating to Artlite.

Buyer’s Right to Terminate. At any time up to the Approval Date, Buyer has the unqualified right to terminate this Agreement and obtain a full refund of the Xxxxxxx Money (and any interest thereon), subject to Buyer’s obligations to return Due Diligence Materials to Seller as provided in the Section entitled “Conditions to Closing.” On or before the end of the Due Diligence Period, if Buyer is satisfied with its due diligence review of the Property and matters affecting the Property and wishes to proceed with the acquisition of the Property under this Agreement, Buyer shall give the Seller written notice of its approval of the Property and election to proceed under this Agreement (the “Approval Notice”). If Buyer fails to deliver an Approval Notice to Seller on or before the end of the Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement, the Agreement shall automatically terminate as of the end of the Due Diligence Period, and Buyer’s Xxxxxxx Money (and any Parcel is deemed or treated interest thereon) shall immediately be returned to Buyer. If Buyer timely Purchase and Sale Agreement delivers its Approval Notice to Seller, the Xxxxxxx Money shall become non-refundable to Buyer except as a Removed Parcel, then (unless otherwise specifically set forth in this Agreement): (a) the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall be reduced by an amount equal to the Allocated Purchase Price for the Removed Parcel, (b) the Allocated Deposit for the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the parties, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect to all Remaining Parcels. The provisions of this Section 6.3.2 shall survive the Closing or earlier termination of this Agreementherein.

Buyer’s Right to Terminate. If any Parcel is deemed the Agreement. If, at or treated as a Removed Parcelprior to the ---------------------------------------- expiration of the Due Diligence Period, then (unless otherwise specifically set forth in this Agreement): Buyer: (a) delivers written notice to Seller of Buyer's election to proceed to Closing and, if applicable, causes the Purchase Price for all Parcels minus the Removed Parcel (the “Remaining Parcels”) shall letter of credit described in Section 3.1 above to be reduced converted to cash by an amount equal to the Allocated Purchase Price for the Removed Parcel, wire ----------- transfer of US funds; or (b) delivers written notice to Seller of Buyer's election to take the Allocated Deposit for Extended Due Diligence Period and has deposited into escrow with the Removed Parcel shall be returned to Buyer and the Deposit shall be reduced accordingly, (c) Buyer and Seller shall each be liable for one-half of any escrow fees or charges allocated to the Removed Parcel, (d) Buyer and Seller shall promptly execute and deliver to Escrow Agent or the Title Company such documents as the partiesNon-Refundable Deposit, Escrow Agent or the Title Company may reasonably require to evidence the withdrawal of the Removed Parcel, (e) all instruments in escrow relating solely to such Removed Parcel shall be returned to the Party depositing the same, (f) Buyer shall return all items relating to such Removed Parcel previously delivered by Seller to Buyer at Seller’s written request (without representation or warranty of any kind, express or implied), (g) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to such Removed Parcel shall be void and of no further force and effect, except for any indemnity obligations of any Party with respect to such Removed Parcel pursuant to the provisions of then this Agreement or as otherwise expressly stated in this Agreement to survive termination of this Agreement with respect to the Removed Parcel and (h) all of Seller’s and Buyer’s rights, liabilities, obligations, representations and warranties with respect to the Remaining Parcels, together with all of the other applicable terms of this Agreement, shall remain in full force and effect with respect effect. However, if during the Due Diligence Period or the Extended Due Diligence Period Buyer determines, in Buyer's sole and absolute discretion that Buyer does not elect to all Remaining Parcels. The provisions proceed to Closing and Buyer delivers either written notice of the same to Seller at or prior to the expiration of the Due Diligence Period, or the Extended Due Diligence Period or fails to timely deliver to Seller items (a) or (b) described in the preceding sentence of this Section 6.3.2 at the end of the Due Diligence Period, or at the end of the Extended Due Diligence Period, fails to deliver to Seller the identical items set forth in (a) above, then this Agreement shall terminate, the Deposit shall be returned to Buyer, and in the event of the Extended Due Diligence Period, the Non-Refundable Deposit shall immediately be released to Seller and thereafter Seller and Buyer shall have no further obligations or liabilities one to the other hereunder except for any indemnity or liability of Buyer pursuant to Section 5 hereof and other obligations which this Agreement shall state --------- expressly survive the Closing or earlier termination of this Agreementhereof.