Exception for Willful Breach. Notwithstanding Section 20.1, if Seller, in breach of this Agreement, fails to close, Buyer may in lieu of an action for monetary damages bring an action for specific performance of Seller’s obligation to close, subject to strict compliance with each of the following conditions:
Exception for Willful Breach. Notwithstanding Section 20.1, if Seller, in breach of this Agreement, fails to close, Buyer may in lieu of an action for monetary damages bring an action for specific performance of Seller’s obligation to close, subject to strict compliance with each of the following conditions: 20.2.1 Buyer gives Seller at least ten Business Days’ prior written notice of its intention to commence such an action; 20.2.2 Buyer commences such action, and serves Seller with a complaint therein, within 30 days after the Last Closing Date (which 30-day period shall be extended, day for day, for any period of time during which Buyer is barred from filing such action by reason of a temporary restraining order, injunction or other order of court obtained by Seller); 20.2.3 Such action, to the extent seeking specific performance (or other equitable relief) is limited to an action to compel Seller to deliver into Escrow the Deed and other Seller’s Closing Documents actually required to convey the Hotel free of Liens and to perform Seller’s other obligations to be performed at Closing and does not seek specific performance of any other covenant or warranty of Seller hereunder (including, without limitation, any covenant or warranty contained in Sections 5.1 or 6), or the correction of any condition respecting the Hotel, or any abatement of the Purchase Price; provided, however, that the foregoing shall not bar Buyer, after it has acquired the Hotel, from bringing an action to recover monetary damages for any breach of covenant or representation contained in Sections 5.1 or 6 or any provision hereof intended to survive Closing as provided in Section 12.4, to the extent otherwise permitted to do so; and 20.2.4 During the pendency of such action, the Deposit remains in Escrow (or is deposited with the court hearing such action); provided, however, that if Seller, at any time during the pendency of such action, delivers the Deed and other required Seller’s Closing Documents into Escrow (or into the court before which such action is pending), including (if a Casualty has occurred) an assignment or delivery (as applicable) to Buyer of Proceeds to the extent required under Section 9.3, and authorizes Closing in accordance with Section 10 (other than as to time of Closing), including instructions to Escrow Agent to apply the proceeds of the Purchase Price to the payment of any Lien that would otherwise appear as an exception on the Title Policy and that Seller is obligated to discharge (alto...
