Fairmont Sonoma Mission Inn & Spa Lender Consent Sample Clauses

Fairmont Sonoma Mission Inn & Spa Lender Consent. Notwithstanding anything to the contrary in this Section 10.3, so long as such Party is not then in default under this Agreement or under an Other Purchase and Sale Agreement, (i) in the event that as of the initial Closing Date the Lender consent to the Existing Debt Assumption Agreement has not been obtained, either Party may, upon written notice to the other Party delivered on or before the original Closing Date, defer the Closing Date for the Asset and the Sonoma Golf Club and all the Other Assets for an initial Deferral Period to provide additional time to obtain the Lender consent to the Existing Debt Assumption, and (ii) in the event that as of the Closing Date (as it has been extended for an initial Deferral Period in order to allow additional time to obtain the Lender consent to the Existing Debt Assumption) the Lender consent to the Existing Debt Assumption has not been obtained, either Party may, upon written notice to the other Party delivered on or before such Closing Date, defer the Closing Date for the Asset and the Sonoma Golf Club for a second Deferral Period to provide additional time to obtain the Lender consent to the Existing Debt Assumption. In the event the Parties have exercised their extension options under this Section 10.3(e) but the Lender consent to the Existing Debt Assumption has not been obtained as of (x) the Closing Date at the end of the first Deferral Period and neither Party has elected to extend the Closing Date for a second Deferral Period in order to provide additional time to obtain such Lender consent to the Existing Debt Assumption, or (y) the Closing Date at the end of the second Deferral Period if the Parties have elected to extend the Closing Date for a second Deferral Period in order to provide additional time to obtain the Lender consent to the Existing Debt Assumption, then this Agreement or the Other Purchase and Sale Agreement, as applicable to the Asset and the Sonoma Golf Club, shall terminate with respect to the Asset and the Sonoma Golf Club, except the provisions hereof or thereof which expressly survive termination, and Purchaser shall receive a refund of the Exxxxxx Money allocated to the Asset and the Sonoma Golf Club.
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