Common use of Procedure for Purchaser's Objections Clause in Contracts

Procedure for Purchaser's Objections. At any time during the Review ------------------------------------ Period Purchaser may notify Seller in writing (an "Objection Notice") of any objections Purchaser may have with respect to the Hotel or to any matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, the UCC Searches, any of the other documents or items delivered by Seller to Purchaser, or to the results of the inspections, tests, and studies under Section 5.1 and any other tests or inspections of the Hotel made by Purchaser, or to any Service Contracts, Leases, FF&E Leases, or Licenses or any other matters pursuant to Sections 4.1, 4.2, 4.3, 5.1, 5.2, 5.4 and 9.7. If Purchaser shall so notify Seller of any objections, Seller may elect to cure any or all such objections by giving Purchaser notice of its intent to cure, whereupon Seller shall be obligated to cure or remove the objections identified in its notice on or before the Closing Date. In no event shall Seller be obligated to cure any objections of Purchaser, except that Seller shall be obligated to remove any existing mortgages and other monetary liens encumbering the Hotel not caused or created by Purchaser, as well as any other encumbrances created by Seller after the date hereof. In the event Purchaser has not elected to terminate this Agreement pursuant to Section 5.3, any condition, circumstance, document or other materials whatsoever concerning the Hotel which is not expressly addressed by Purchaser in an Objection Notice prior to the expiration of the Review Period shall be deemed accepted by Purchaser for all purposes hereunder, and further shall be deemed Permitted Exceptions notwithstanding anything contained herein to the contrary. By Closing, Seller shall, at Seller's expense, cancel any and all management agreements with respect to the operations of the Hotel.

Procedure for Purchaser's Objections. At any time If, during the Review Inspection ------------------------------------ Period Period, Purchaser may notify notifies Seller in writing (an "Objection Notice") of any objections Purchaser may have with respect to the Hotel or status of Seller's title to any matters the Project reflected in or concerning the Title Commitment, the Supporting Documents, Commitment or the Survey, the UCC Searches, any of the other documents or items delivered by Seller to Purchaser, or to the results of the inspections, tests, and studies under Section 5.1 and any other tests or its inspections of the Hotel made by Purchaser, or to any Service Contracts, Leases, FF&E Leases, or Licenses or any other matters pursuant to Sections 4.1, 4.2, 4.3, 5.1, 5.2, 5.4 and 9.7. If Purchaser shall so notify Seller of any objectionsProject, Seller may elect to cure any or all such objections by giving Purchaser notice of may, in its intent to curesole and absolute discretion, whereupon Seller but shall not be obligated to nor be required to incur any expenses in doing so, cure or remove such objections within ten (10) days from the date on which Seller receives Purchaser's objections identified ("Cure Period"), and the Inspection Period shall be extended by the Cure Period. Purchaser's objections shall be in its notice writing and Purchaser shall use good faith in making objections permitted hereunder i.e., Purchaser's objections shall be specific and be limited to those matters which may have a material adverse effect on or before the Closing DateProject). In no event shall Seller be obligated to cure any objections of If Purchaser, except that Seller shall be obligated to remove in Purchaser's sole discretion is not satisfied with the results of any existing mortgages and other monetary liens encumbering the Hotel not caused or created cure efforts by PurchaserSeller, as well as any other encumbrances created by Seller after the date hereof. In the event Purchaser has not elected to may terminate this Agreement pursuant Contract by giving written notice of termination to Section 5.3, Seller at any condition, circumstance, document or other materials whatsoever concerning the Hotel which is not expressly addressed by Purchaser in an Objection Notice prior to time within five (5) days from the expiration of the Review Period Cure Period. If Purchaser terminates this Contract pursuant to this Section 3.4, Purchaser shall deliver all reports and studies relating to the Project resulting from the inspection of the Project to Seller. Upon Seller's receipt of such reports, the Xxxxxxx Money shall be returned to Purchaser; the Lease shall automatically terminate; and neither party shall have any further rights or obligations to the other party under this Contract or the Lease, except for the indemnities set forth in Sections 3.3 and 6.4 of this Contract. If Purchaser does not terminate this Contract in the manner and within the time period specified in this Section, Purchaser shall be deemed accepted by Purchaser for all purposes hereunder, to have waived the right to terminate this Contract pursuant to this Article 3 and further shall be deemed Permitted Exceptions notwithstanding anything contained herein and to have accepted and approved the contrary. By Closing, Seller shallProject and the Title Commitment, at Seller's expense, cancel any and all management agreements with respect to which time the operations of the HotelXxxxxxx Money shall be non-refundable except as provided in Article 5.

Procedure for Purchaser's Objections. At any time during the Review ------------------------------------ Period Purchaser may notify Seller in writing (an "Objection Notice") of any objections Purchaser may have with respect to the Hotel or to any matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, the UCC Searches, any of the other documents or items delivered by Seller to Purchaser, or to the results of the inspections, tests, and studies under Section 5.1 and any other tests or inspections of the Hotel made by Purchaser, or to any Service Contracts, Leases, FF&E Leases, or Licenses or any other matters pursuant to Sections 4.1, 4.2, 4.3, 5.1, 5.2, 5.4 and 9.7. If Purchaser shall so notify Seller of any objections, Seller may elect to cure any or all such objections by giving Purchaser notice of its intent to cure, whereupon Seller shall be obligated to cure or remove the objections identified in its notice on or before the Closing Date. In no event shall Seller be obligated to cure any objections of Purchaser, except that Seller shall be obligated to remove any existing mortgages mortgages, other than the First Mortgage, and other monetary liens encumbering the Hotel not caused or created by Purchaser, as well as any other encumbrances created by Seller after the date hereof. In the event Purchaser has not elected to terminate this Agreement pursuant to Section 5.3, any condition, circumstance, document or other materials whatsoever concerning the Hotel which is not expressly addressed by Purchaser in an Objection Notice prior to the expiration of the Review Period shall be deemed accepted by Purchaser for all purposes hereunder, and further shall be deemed Permitted Exceptions notwithstanding anything contained herein to the contrary. By Closing, Seller shall, at Seller's expense, cancel any and all management agreements with respect to the operations of the Hotel.

Procedure for Purchaser's Objections. At any time during the Review ------------------------------------ Period Purchaser may notify Seller Sellers in writing (an "Objection Notice") of any objections Purchaser may have with respect to the Interests, the Hotel or any portion of either, or to any matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, the UCC Searches, any of the other documents or items delivered by Seller Sellers to Purchaser, or to the results of the inspections, tests, and studies under Section 5.1 and any other tests or inspections of the Hotel made by Purchaser, or to any Service Contracts, Leases, FF&E Leases, or Licenses or any other matters pursuant to Sections 4.1, 4.2, 4.3, 5.1, 5.2, 5.4 and 9.79.9. If Purchaser shall so notify Seller Sellers of any objections, Seller Sellers may elect to cure any or all such objections within ten (10) days from the date on which Sellers receive Purchaser's objections. If Purchaser, in Purchaser's sole discretion, is not satisfied with the results of any cure efforts by Sellers, or Sellers are unable to satisfy Purchaser's objections for any reason whatsoever, Purchaser may terminate this Agreement by giving Purchaser written notice of its intent termination to cure, whereupon Seller shall be obligated to cure or remove Sellers at any time within twenty (20) days after the objections identified in its notice on or before the Closing Dateexpiration of such ten (10) day period. In no event shall Seller Sellers be obligated to cure any objections objection(s) of Purchaser, except that Seller Sellers shall be obligated to remove any existing mortgages and any other monetary liens encumbering the Hotel or the Interests and arising by, through or under the acts of any of Sellers and/or the Partnership. If Purchaser terminates this Agreement pursuant to this Section, Sellers shall be entitled to retain and, to the extent it has not caused or created by already done so, Purchaser shall deliver to Sellers all reports and studies of third parties relating to the Hotel resulting from the inspection of the Hotel and all documents delivered to Purchaser pursuant to Section 5.2, the Letter of Credit shall be returned to Purchaser, as well as and neither party shall have any other encumbrances created by Seller further rights or obligations one to the other, except for the obligation to pay the costs of repair, if any, set forth in Section 5.1. If Purchaser does not terminate this Agreement within said twenty (20) days after the date hereof. In expiration of Sellers' ten (10) day cure period as provided herein, Purchaser shall be deemed to have waived the event Purchaser has not elected right to terminate this Agreement pursuant to under this Section 5.3, any condition, circumstance, document or other materials whatsoever concerning the Hotel which is not expressly addressed by Purchaser in an Objection Notice prior to the expiration of the Review Period 5.5 and shall be deemed to have accepted by Purchaser for all purposes hereunderand approved of the Interests, the condition of the Hotel and further shall be deemed Permitted Exceptions notwithstanding anything contained herein the delivered items, subject to the contraryremaining terms of this Agreement. By Closing, Seller Sellers shall, at Seller's Sellers' expense, cancel any and all management agreements affecting the Hotel, and any of such other Service Contracts, Leases and FF&E Leases objected to by Purchaser (provided that with respect to the operations cancellation of any of such Service Contracts, Leases and FF&E Leases, Purchaser shall pay any cancellation fees, penalties or other costs in connection with such cancellation) and pay and cause to be released all debts, liens, and encumbrances in any way affecting the Interests, the Partnership and/or the Hotel, unless Purchaser has expressly agreed herein to acquire the same subject thereto.

Procedure for Purchaser's Objections. At any time during Purchaser shall have until the later of: i) thirty (30) days after the date of this Agreement, ii) thirty (30) days after the approval of this Agreement by Seller's board of directors, or iii) fifteen (15) business days following the completion of all deliveries required by Seller to Purchaser under Articles 4 and 5 hereof (the "Review ------------------------------------ Period Purchaser may Period") to notify Seller in writing (an "Objection Notice") of any objections Purchaser may have with respect to the Hotel or to any matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, the UCC Searches, the Environmental Report, any of the other documents or items delivered by Seller to Purchaser, or to the results of the inspections, tests, and studies under Section 5.1 and any other tests or inspections of the Hotel Property made by Purchaser, or to any Service Contracts, Leases, FF&E Leases, or Licenses or any other matters pursuant to Sections 4.1, 4.2, 4.3, 5.1, 5.2, 5.4 and 9.7. If Purchaser shall so notify Seller of any objections, Seller may elect to cure any or all such objections within ten (10) business days from the date on which Seller receives Purchaser's objections (the "Cure Period") and shall provide written notice within such Cure Period of the nature and extent of Seller's cure of such objections. If Purchaser, in Purchaser's sole discretion, is not satisfied with the results of any cure efforts by Seller, or with any other matter relating to the Property for any reason whatsoever, Purchaser may terminate this Agreement by giving Purchaser written notice of its intent termination to cure, whereupon Seller shall be obligated to cure or remove the objections identified in its notice on or before the Closing Date. In no event shall Seller be obligated to cure at any objections of Purchaser, except that Seller shall be obligated to remove any existing mortgages and other monetary liens encumbering the Hotel not caused or created by Purchaser, as well as any other encumbrances created by Seller time within ten (10) business days after the date hereofend of the Cure Period. In the event If Purchaser has not elected to terminate terminates this Agreement pursuant to this Section, Seller shall be entitled to retain and, to the extent it has not already done so, Purchaser shall deliver to Seller all reports and studies relating to the Property resulting from the inspection of the Property (or the portions thereof which are specific to the Property) and all documents delivered to Purchaser pursuant to Section 5.35.2 hereof. The Xxxxxxx Money shall be returned to Purchaser within five (5) business days after any such termination and neither party shall have any further rights or obligations one to the other, any condition, circumstance, document or other materials whatsoever concerning except for the Hotel which is indemnity set forth in Section 5.1. If Purchaser does not expressly addressed by Purchaser in an Objection Notice terminate this Agreement prior to the expiration of the Review Period (or, if applicable, within ten (10) business days of the expiration of the Cure Period) as provided herein, Purchaser shall be deemed accepted by Purchaser for all purposes hereunder, to have waived the right to terminate this Agreement under this Section and further shall be deemed Permitted Exceptions notwithstanding anything contained herein to have accepted and approved the condition of the Property, subject to the contrary. By Closing, Seller shall, at Seller's expense, cancel any and all management agreements with respect to the operations remaining terms of the Hotelthis Agreement.

Procedure for Purchaser's Objections. At any time during the Review ------------------------------------ Period Purchaser may notify Seller in writing (an "Objection Notice") of any objections Purchaser may have with respect to the Hotel or to any matters reflected in or concerning the Title Commitment, the Supporting Documents, the Survey, the UCC Searches, any of the other documents or items delivered by Seller to Purchaser, or to the results of the inspections, tests, and studies under Section 5.1 and any other tests or inspections of the Hotel made by Purchaser, or to any Service Contracts, Leases, FF&E Leases, or Licenses or any other matters pursuant to Sections 4.1, 4.2, 4.3, 5.1, 5.2, 5.4 and 9.79.5. If Purchaser shall so notify Seller of any objections, Seller may elect to cure any or all such objections by giving Purchaser notice of its intent to cure, whereupon Seller shall be obligated to cure or remove the objections identified in its notice on or before the Closing Date. In no event shall Seller be obligated to cure any objections objection(s) of Purchaser, except that Seller shall be obligated to remove any existing mortgages and other monetary liens encumbering the Hotel not caused or created by PurchaserHotel, as well as any other encumbrances created by Seller after other than the date hereof. In the event Purchaser has not elected to terminate this Agreement pursuant to Section 5.3, any condition, circumstance, document First Mortgage or other materials whatsoever concerning the Hotel which is not expressly addressed by Purchaser in an Objection Notice prior to the expiration of the Review Period shall be deemed accepted by Purchaser real estate taxes for all purposes hereunder, 1996 and further shall be deemed Permitted Exceptions notwithstanding anything contained herein to the contrarysubsequent years. By Closing, Seller shall, at Seller's expense, cancel any and all management agreements with respect affecting the Hotel, and any of such other Service Contracts, Leases (to the operations extent terminable at the option of Seller) and FF&E Leases objected to by Purchaser. If Purchaser notifies Seller that it wants to acquire the Hotel free and clear of the Hotelexisting Franchise, Purchaser shall cause such Franchise to be terminated effective as of the Closing Date, provided that Purchaser shall be responsible for the payment of any termination fees or penalties payable to the franchisor in order to obtain such termination. If Purchaser does not object to the existing Franchise, Purchaser shall be obligated, at its sole cost and expense, to obtain the franchisor's consent to the assignment of the existing Franchise Agreement either to the entity acquiring title to the Hotel or to such entity's net lessee (in either case, the "NEW FRANCHISEE") or to the execution of a new -------------- franchise agreement with the New Franchise on terms and conditions substantially similar to those in the existing Franchise Agreement. If Purchaser objects to the existing Franchise, Purchaser shall be solely responsible for obtaining, at its sole cost and expense, any replacement franchise it may desire.