Common use of Buyer’s Termination Right Clause in Contracts

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 such actions to repair or remediate is less than Five Hundred Thousand Dollars ($500,000.00) in the aggregate.

Buyer’s Termination Right. If, prior to Closing and the delivery of possession of the an 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 ContractContract as to the affected Hotel Property or, at Buyer's election, terminate this Contract as to all of the Property not purchased by Buyer, 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 written notice of any such loss, damage or condemnation as provided above, and in which case such event the Xxxxxxx Money Deposit (if Buyer elects to terminate this Contract as to the Property) or the pro rata portion thereof allocable to the affected Hotel Property (if Buyer elects to terminate only as to the affected Hotel Property) and any interest thereon, shall be returned delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the parties 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 further obligations other than those which expressly survive obligation or liability under this ContractContract with respect to any Property. In the context of condemnation, “"substantial” " shall mean condemnation of such portion of the an Hotel (or access thereto) as could, in Buyer’s '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 Two Hundred Fifty Thousand and No/100 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 such actions to repair or remediate is less than Five Hundred Thousand Dollars ($500,000.00250,000.00) in the aggregatevalue.

Buyer’s Termination Right. If, prior to Closing and Buyer shall have the delivery right at any time on or before the date that is ninety (90) days after the Opening of possession of the Property to Buyer Escrow (as such date may be extended one (1) time in accordance with this ContractSection 3.3, (athe “Due Diligence Termination Date”) to terminate this Agreement by delivering a written notice of such termination to Seller and Escrow Agent if Buyer determines in its sole and absolute discretion that the Property is not acceptable to Buyer for any condemnation proceeding shall be pending against a substantial portion of the Hotel reason or (b) there is any substantial casualty loss or damage to the Hotelno reason; provided, however, that Buyer shall have a one (1) time right to extend the option to terminate this Contract, provided Buyer delivers Due Diligence Period for a period of thirty (30) days upon (i) the prior written notice to Seller prior to expiration date of the then-current Due Diligence Period and (ii) Buyer depositing into Escrow prior to the expiration of the then-current Due Diligence Period the sum of One Hundred Thousand Dollars and No/100ths Dollars ($100,000.00) (the “Extension Deposit”). Buyer shall indicate its election satisfaction and/or waiver of the due diligence condition described in this Section by sending such written approval notice (“Approval Notice”) on or before the Due Diligence Termination Date and paying the Additional Deposit to Escrow Agent in accordance with Section 2.3. SMRH:4867-2220-9151.17 -11- In the event Buyer fails to deliver the Approval Notice by the Due Diligence Termination Date, then this Agreement and the Escrow shall automatically be terminated, the Initial Deposit shall be returned to Buyer, and the parties shall have no further rights or obligations with respect to one another. In the event Buyer delivers and Approval Notice but fails to deposit the Additional Deposit within twenty the time frame set forth in Section 2.3, and does not cure such failure within three (203) days after Business Days of the date Seller has delivered to Buyer a Casualty/Condemnation Notice as provided abovethe Additional Deposit was due, then this Agreement and the Escrow shall automatically be terminated, and in which case (i) if Buyer used good faith efforts to deliver the Xxxxxxx Money Additional Deposit to Seller within the forgoing timeframe, the Initial Deposit shall be returned to Buyer and the parties shall have no further rights or obligations other than those which expressly survive with respect to one another, or (ii) if Buyer does not provide proof to Seller of Buyer’s good faith efforts to deliver the Additional Deposit within the forgoing timeframe, the Initial Deposit shall be delivered to Seller, and the parties shall have no further rights or obligations with respect to one another. Buyer shall be the sole judge of determining whether or not the contingent matters set forth in this Contract. In the context of condemnationSection 3.3 are acceptable and satisfactory to Buyer, “substantial” and Buyer shall mean condemnation of such portion have no liability under this Agreement except for its indemnity obligations and its share of the Hotel escrow charges in the event Buyer fails to deliver the Approval Notice (or access thereto) as could, in delivers an Approval Notice but this Agreement terminates due to Buyer’s reasonable judgment, render use of failure to deliver the remainder impractical or unfeasible Additional Deposit). The contingent matters set forth in this Section 3.3 are solely for the uses herein contemplated, and, benefit of Buyer and may be waived only by Xxxxx 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 Hotelwriting. In the event that Buyer has this Agreement is terminated in accordance with this Section, then Escrow Agent shall return the right Deposit 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 deductibleBuyer, and assign this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder, other than pursuant to Buyer all insurance proceeds and condemnation awards payable as a result any provision of this Agreement which expressly survives the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case termination 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 such actions to repair or remediate is less than Five Hundred Thousand Dollars ($500,000.00) in the aggregatethis Agreement.

Buyer’s Termination Right. If, prior Prior to Closing and the delivery of possession expiration of the Property Contingency Period, Buyer, in its sole and absolute discretion, may elect to Buyer proceed with the Closing of this Agreement in accordance with the terms and conditions of 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 Agreement by delivering written notice to Seller electing to proceed with the Closing (the “Notice to Proceed”) not later than 5:00 p.m. (Boston time) on the last day of the Contingency Period. If Buyer fails to deliver the Notice to Proceed by 5:00 p.m. (Boston time) on the last day of the Contingency Period, this Agreement shall be deemed terminated, except for any provisions that expressly survive the termination of this Agreement. Buyer reserves the right to withhold a Notice to Proceed for any reason or no reason whatsoever. If Buyer elects to proceed with the Closing of this Agreement in accordance with the terms and conditions of this Agreement by delivering to Seller a Notice to Proceed prior to the expiration of the Contingency Period, then (a) Buyer shall be deemed to have satisfied its election within twenty investigation and review of the property and approved all of the matters described in Section 2.1, paragraphs (20a) days after through (e) above (subject to the date Seller has delivered provisions of Section 4.1 below as to Buyer a Casualty/Condemnation Notice as provided aboveany Objections raised in any Buyer’s Notice), including, without limitation, all Due Diligence Materials, and in which case (b) the Xxxxxxx Money Initial Deposit and the Additional Deposit shall be returned non-refundable to Buyer and Buyer, except as expressly set forth herein, but shall be credited against the parties shall have no further obligations other than those which expressly survive this ContractPurchase Price at Closing. 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 substantialaddition, Buyer may elect terminate this Agreement in its sole discretion, for any reason or no reason whatsoever, by delivering written notice 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 any time prior to the Closing of all insurance proceeds or condemnation awards which Seller has received as a result expiration of the sameContingency Period. Upon termination of this Agreement pursuant to this Section 2.2, plus an amount equal the Initial Deposit shall be immediately and unconditionally returned to the insurance deductibleBuyer, and assignment neither party shall have any further rights or obligations hereunder except as provided in Section 6.1 and Section 9.3 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 such actions to repair or remediate is less than Five Hundred Thousand Dollars ($500,000.00) in the aggregatethis Agreement.

Buyer’s Termination Right. IfIn the event Buyer exercises the Buyer’s Termination Right due to (i) an unacceptable environmental matter disclosed on a Phase I or Phase II Environmental Site Assessment and which Buyer provides specific reference to such matter to Seller in a written termination notice (an “Environmental Termination Matter”), 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 (bii) there is any substantial casualty loss a title or damage survey matter pursuant to the Hotel, Section 4.4 below and which Buyer shall have the option provides specific reference to terminate this Contract, provided Buyer delivers written notice such matter to Seller of its election within twenty in a written termination notice (20) days after a “Title or Survey Termination Matter”), then the date Seller has delivered to Buyer a Casualty/Condemnation Notice as provided above, and in which case the Xxxxxxx Money Initial Deposit shall be returned to Buyer and the parties shall have no be relieved of all further obligations other than those hereunder, except for such items which expressly survive termination of 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 HotelAgreement. In the event that Buyer has exercises 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 Buyer’s Termination Right for any reason other than (i) adjourn the Closing until the Property has been so repaired and restored by Seller at Seller’s sole cost and expense an Environmental Termination Matter, or (ii) a Title or Survey Termination Matter, then the Initial Deposit less $150,000.00 (the “Non-Refundable Money”) shall be returned to Buyer, Seller shall receive payment from Seller at the Closing remaining $150,000.00 which shall be deemed earned by Seller, and the parties shall be relieved of all insurance proceeds or condemnation awards further obligations hereunder, except for such items which Seller has received as a result expressly survive termination of this Agreement. In the event Buyer fails to properly and timely exercise the Buyer’s Termination Right, upon the expiration of the sameDue Diligence Period (the “Due Diligence Period Expiration Date”), plus an amount equal to the insurance deductibleBuyer’s Termination Right shall be deemed waived, and assignment within three (3) days following the Due Diligence Period Expiration Date, Buyer shall deposit an additional deposit in the amount 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 such actions to repair or remediate is less than Five Hundred Thousand Dollars and 00/100 ($500,000.00) (“Second Deposit”) with the Title Company, which shall be treated as part of the Exxxxxx Money in all respects. Notwithstanding anything herein to the aggregatecontrary, if the final forms of the Ground Lease, Refinance Documents and Employee Lease Agreement cannot be agreed upon in writing by the parties prior to the expiration of the Due Diligence Period, then either party may terminate this Agreement prior to the expiration of the Due Diligence Period upon written notice to the other party, and Buyer shall receive a return of the Exxxxxx Money (including the Non-Refundable Money), and the parties shall be relieved of all further obligations hereunder, except for such items which expressly survive termination of this Agreement.