Common use of Closing of ROFO Clause in Contracts

Closing of ROFO. In the event that the Other Member elects to deliver a ROFO Acceptance pursuant to Section 9.1.4 above, the closing of the purchase and sale contemplated thereby shall occur on a mutually acceptable date, not more than one hundred and twenty (120) days after the delivery of the ROFO Acceptance, through a “New York style” closing with the title company holding the ROFO Deposit. The ROFO Deposit shall be credited at closing against the total purchase price; provided, however, if the closing fails to occur because of a default by the Other Member, the Initiating Member shall have all rights and remedies available under this Agreement and Applicable Law (with no such right or remedy deemed to be exclusive of any other right or remedy), including, without limitation, the following: (i) to retain the ROFO Deposit as liquidated damages, it being agreed that in such instance such selling party’s actual damages would be difficult, if not impossible, to ascertain, and (ii) to cause the Interest Sale, Hotel Sale or Portfolio Sale to any unrelated third part(ies) on terms and conditions acceptable to the Initiating Member in its sole and absolute discretion.

Closing of ROFO. In the event that the Other Member elects to deliver a ROFO Acceptance pursuant to Section 9.1.4 9.1.5 above, the closing of the purchase and sale contemplated thereby shall occur on a mutually acceptable date, not more than one hundred and twenty ninety (12090) days after the delivery of the ROFO Acceptance, through a “New York style” closing with the title company holding the ROFO Deposit. The ROFO Deposit shall be credited at closing against the total purchase price; provided, however, if the closing fails to occur because of a default by the Other Member, the Initiating Member shall have all rights and remedies available under this Agreement and Applicable Law (with no such right or remedy deemed to be exclusive of any other right or remedy), including, without limitation, the following: (i) to retain the ROFO Deposit as liquidated damages, it being agreed that in such instance such selling party’s actual damages would be difficult, if not impossible, to ascertain, and (ii) to cause the Interest Sale, Hotel Sale or Portfolio Sale to any unrelated third part(ies) on terms and conditions acceptable to the Initiating Member in its sole and absolute discretion.