Common use of Initial Deferral Period Clause in Contracts

Initial Deferral Period. Subject to the conditions set forth in this Section 10.3, and so long as the Party requesting the extension is not then in default under this Agreement or an Other Purchase and Sale Agreement except with respect to the issue and Asset in question under this Section 10.3, (i) either Party may, upon written notice to the other Party delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time for the applicable Party to obtain Required Consents (other than the Lender consent to the Existing Debt Assumption, which shall be governed solely by Section 10.3(e) below, or the consent of the ground lessor under the Perry Ground Lease, which shall be governed exclusively by Section 10.3(f) below), (ii) Purchaser may, upon written notice to Seller delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary (A) to provide additional time for Purchaser to obtain necessary liquor licenses with respect to any California Asset, (B) to further investigate a material adverse change in the physical condition of any Asset as described in and meeting the requirements of Section 10.1(g) of this Agreement or the applicable Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(B) shall not exceed five (5) Business Days), and (C) cure any breach, default or failure of condition by such Purchaser under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Purchaser of its obligations under Section 9.2(b) hereof or thereof or as governed by Section 10.2(c) hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(C) shall not exceed five (5) Business Days), and (iii) Seller may, upon written notice to Purchaser delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time to (I) cure any Closing Title Issues, or (II) cure any breach, default or failure of condition by Seller under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Seller of its obligations under Section 9.2(a) or Article XIII hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this

Initial Deferral Period. Subject to the conditions set forth in this Section 10.3, and so long as the Party requesting the extension is not then in default under this Agreement or an Other Purchase and Sale Agreement except with respect to the issue and Asset in question under this Section 10.3, (i) either Party may, upon written notice to the other Party delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time for the applicable Party to obtain Required Consents (other than the Lender consent to the Existing Debt Assumption, which shall be governed solely by Section 10.3(e) below, or the consent of the ground lessor under the Perry Ground Lease, which shall be governed exclusively by Section 10.3(f) below), (ii) Purchaser may, upon written notice to Seller delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary (A) to provide additional time for Purchaser to obtain necessary liquor licenses with respect to any California Asset, (B) to further investigate a material adverse change in the physical condition of any Asset as described in and meeting the requirements of Section 10.1(g) of this Agreement or the applicable Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(B) shall not exceed five (5) Business Days), 36 and (C) cure any breach, default or failure of condition by such Purchaser under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Purchaser of its obligations under Section 9.2(b) hereof or thereof or as governed by Section 10.2(c) hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(C) shall not exceed five (5) Business Days), and (iii) Seller may, upon written notice to Purchaser delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time to (I) cure any Closing Title Issues, or (II) cure any breach, default or failure of condition by Seller such Sellers under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Seller of its obligations under Section 9.2(a) or Article XIII hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for thisthis Section 10.3(a)(iii)(II) shall not exceed five (5) Business Days). For purposes of this Agreement, the Asset or any Other Asset for which Purchaser or Sellers have requested an extension under subsections (i), (ii) or (iii) of this Agreement or an Other Purchase and Sale Agreement shall be referred to as a “Problem Asset.” and the circumstances described in such subsections (i), (ii) and (iii) shall be each be referred to as an “Extension Condition”. With respect to such initial Deferral Period, the Closing Date will be deferred for the Asset and all Other Assets. Notwithstanding anything to the contrary in this Section 10.3(a), the deferral right described in this Section 10.3(a) shall be available under subparagraphs (i), or (ii) (A) above only if the Party delivering notice of such deferral to the other Party as required above exercised Commercially Reasonable Efforts before the date of such notice to obtain or assist the other Party in obtaining, as applicable, the needed item(s).

Initial Deferral Period. Subject to the conditions set forth in this Section 10.3, and so long as the Party requesting the extension is not then in default under this Agreement or an Other Purchase and Sale Agreement except with respect to the issue and Asset in question under this Section 10.3, . (i) either Party may, upon written notice to the other Party delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time for the applicable Party to obtain Required Consents (other than the Lender consent to the Existing Debt Assumption, which shall be governed solely by Section 10.3(e) below, or the consent of the ground lessor under the Perry Ground Lease, which shall be governed exclusively by Section 10.3(f) below), (ii) Purchaser may, upon written notice to Seller delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary (A) to provide additional time for Purchaser to obtain necessary liquor licenses with respect to any California Asset, (B) to further investigate a material adverse change in the physical condition of any Asset as described in and meeting the requirements of Section 10.1(g) of this Agreement or the applicable Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(B) shall not exceed five (5) Business Days), and (C) cure any breach, default or failure of condition by such Purchaser under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Purchaser of its obligations under Section 9.2(b) hereof or thereof or as governed by Section 10.2(c) hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(C) shall not exceed five (5) Business Days), and (iii) Seller may, upon written notice to Purchaser delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time to (I) cure any Closing Title Issues, or (II) cure any breach, default or failure of condition by Seller such Sellers under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Seller of its obligations under Section 9.2(a) or Article XIII hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for thisthis Section 10.3(a)(iii)(II) shall not exceed five (5) Business Days). For purposes of this Agreement, any Asset or Other Asset for which Purchaser or Sellers have requested an extension under subsections (i), (ii) or (iii) of this Agreement or an Other Purchase and Sale Agreement shall be referred to as a “Problem Asset.” and the circumstances described in such subsections (i), (ii) and (iii) shall be each be referred to as an “Extension Condition”. With respect to such initial Deferral Period, the Closing Date will be deferred for all Assets and all Other Assets. Notwithstanding anything to the contrary in this Section 10.3(a), the deferral right described in this Section 10.3(a) shall be available under subparagraphs (i), or (ii) (A) above only if the Party delivering notice of such deferral to the other Party as required above exercised Commercially Reasonable Efforts before the date of such notice to obtain or assist the other Party in obtaining, as applicable, the needed item(s).

Initial Deferral Period. Subject to the conditions set forth in this Section 10.3, and so long as the Party requesting the extension is not then in default under this Agreement or an Other Purchase and Sale Agreement except with respect to the issue and Asset in question under this Section 10.3, (i) either Party may, upon written notice to the other Party delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time for the applicable Party to obtain Required Consents (other than the Lender consent to the Existing Debt Assumption, which shall be governed solely by Section 10.3(e) below, or the consent of the ground lessor under the Perry Ground Lease, which shall be governed exclusively by Section 10.3(f) below), (ii) Purchaser may, upon written notice to Seller delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary (A) to provide additional time for Purchaser to obtain necessary liquor licenses with respect to any California Asset, (B) to further investigate a material adverse change in the physical condition of any Asset as described in and meeting the requirements of Section 10.1(g) of this Agreement or the applicable Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(B) shall not exceed five (5) Business Days), and (C) cure any breach, default or failure of condition by such Purchaser under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Purchaser of its obligations under Section 9.2(b) hereof or thereof or as governed by Section 10.2(c) hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for this Section 10.3(a)(ii)(C) shall not exceed five (5) Business Days), and (iii) Seller may, upon written notice to Purchaser delivered on or before the original Closing Date, defer the Closing Date for an initial Deferral Period if such extension is necessary to provide additional time to (I) cure any Closing Title Issues, or (II) cure any breach, default or failure of condition by Seller under this Agreement or under an Other Purchase and Sale Agreement other than a deliberate, willful default by Seller of its obligations under Section 9.2(a) or Article XIII hereof or thereof, and other than a default otherwise subject to a one (1) Business Day extension addressed by Section 11.10 of this Agreement or an Other Purchase and Sale Agreement (provided that, notwithstanding anything to the contrary in this Section 10.3, the Deferral Period for thisthis Section 10.3(a)(iii)(II) shall not exceed five (5) Business Days). For purposes of this Agreement, the Asset or any Other Asset for which Purchaser or Seller have requested an extension under subsections (i), (ii) or (iii) of this Agreement or an Other Purchase and Sale Agreement shall be referred to as a “Problem Asset,” and the circumstances described in such subsections (i), (ii) and (iii) shall be each be referred to as an “Extension Condition”. With respect to such initial Deferral Period, the Closing Date will be deferred for the Asset and all Other Assets. Notwithstanding anything to the contrary in this Section 10.3(a), the deferral right described in this Section 10.3(a) shall be available under subparagraphs (i), or (ii) (A) above only if the Party delivering notice of such deferral to the other Party as required above exercised Commercially Reasonable Efforts before the date of such notice to obtain or assist the other Party in obtaining, as applicable, the needed item(s).