Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if any of the conditions set forth in this Agreement is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of their respective obligations under this Agreement:
(i) This Agreement, the escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate, subject to the survival of such obligations hereunder as survive such termination;
(ii) Escrow Holder shall promptly return to Buyer all funds of Buyer in its possession, including the Deposit, and to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder; and
(iii) Any escrow cancellation and title charges shall be shared equally buy Buyer and Seller.
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if any condition set forth in Sections 7.1 or 7.2 hereof is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of its respective obligations under this Agreement:
(a) This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate (other than the indemnity and insurance obligations of Buyer set forth in Sections 4.3.1 and 14 hereof and the confidentiality provisions of Section 4.6 hereof which shall survive such termination) at the written election of the party for whose benefit such condition was imposed, which written election must be made (i) within three (3) business days after the date such condition was to be satisfied, or (ii) on the date the Close of Escrow occurs, whichever occurs first;
(b) Escrow Holder shall promptly return to Buyer all funds of Buyer in its possession, including the Deposit and all interest accrued thereon, and to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder;
(c) Buyer shall return to Seller the Property Information and Buyer shall deliver to Seller all Work Product (as such term is defined in Section 15.3 hereof); and
(d) Any escrow cancellation and title charges shall be borne equally by Seller and Buyer.
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if, following the expiration of the Due Diligence Period, any condition set forth in SECTIONS 7.1 or 7.2 hereof is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of its respective obligations under this Agreement:
(a) This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate (other than the indemnity and insurance obligations of Buyer set forth in SECTIONS 4.3.1 AND 14 hereof and the confidentiality provisions of SECTION 4.6 hereof which shall survive such termination) at the written election of the party for whose benefit such condition was imposed, which written election must be made (i) within three (3) business days after the date such condition was to be satisfied, or (ii) on the date the Close of Escrow occurs, whichever occurs first;
(b) Escrow Holder shall promptly return the Transaction Deposit to Buyer, Seller shall promptly return the Performance Deposit to Buyer, and Escrow Holder shall promptly return to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder;
(c) Buyer shall return to Seller the Property Information and Buyer shall deliver to Seller all Work Product (as such term is defined in SECTION 15.3 hereof); and
(d) Any escrow cancellation and title charges shall be borne equally by Seller and Buyer.
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, in the event the SHR Parties or the WB Parties shall terminate (or shall be deemed to have terminated) this Agreement in accordance with the terms and provisions hereof, or if any of the conditions set forth in Sections 4.1, 4.2 or 4.3 are not timely satisfied (or waived) (whether or not as a result of a breach or default by a party hereto) as of the Outside Closing Date (as defined below), then (i) this Agreement and the respective rights and obligations of the SHR Parties and the WB Parties hereunder shall terminate, and the parties shall have no further obligation to each other, save and except for the obligations of the SHR Parties or the WB Parties which survive termination as expressly set forth in this Agreement, and (ii) the SHR Parties shall return to Hotel Sellers the Documents and Materials previously delivered by Hotel Sellers to the SHR Parties that the SHR Parties are not otherwise entitled to retain under the terms of the Asset Management Agreement and shall provide (to the extent not prohibited pursuant to the terms thereof) Hotel Sellers with copies of all reports, analysis and other due diligence materials obtained by the SHR Parties from third parties.
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if any condition set forth in Section 7.1 or Section 7.2 hereof is not timely satisfied or waived for a reason other than the default of Company or Seller, respectively, in the performance of its respective obligations under this Agreement:
(a) This Agreement and the respective rights and obligations of Seller and Company hereunder shall terminate (other than the provisions of this Agreement that shall survive by their terms or as otherwise set forth in this Agreement) at the written election of the party for whose benefit such condition was imposed;
(b) Escrow Holder shall promptly return to Company all funds of Company in its possession, including the Deposit and all interest accrued thereon;
(c) Company shall destroy or return to Seller the Entity Documents;
(d) Company shall deliver to Seller the Work Product to the extent required pursuant to the terms of Section 15.3 hereof; and
(e) Any escrow cancellation and title charges shall be borne equally by Seller and Company.
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if any condition set forth in Sections 7.1 or 7.2 hereof is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of its respective obligations under this Agreement:
(a) This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate (other than the indemnity and other obligations of the parties which by their terms survive the termination of this Agreement) at the written election of the party for whose benefit such condition was imposed, which written election must be made (i) within three (3) business days after the date such condition was to be satisfied, or (ii) on the date the Close of Escrow occurs, whichever occurs first;
(b) Escrow Holder shall promptly deliver the Deposit to Seller, unless the condition is one of those instances described in Section 3.5 hereof as being an exception to the Deposit being non-refundable, in which event Escrow Holder shall promptly return the Deposit to Buyer;
(c) Escrow Holder shall promptly return to Buyer and to Seller all documents deposited by them respectively, which are then held by Escrow Holder;
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, in the event Buyer or Seller shall terminate (or shall be deemed to have terminated) this Agreement in accordance with the terms and provisions hereof, or if any of the conditions set forth in Sections 10(a) or 10(b) are not timely satisfied (or waived) (whether or not as a result of a breach or default by a party hereto), then (i) this Agreement, the escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate, and the parties shall have no further obligation to each other, save and except for the indemnity, hold harmless, insurance, waiver and confidentiality agreements and obligations of Buyer expressly set forth in this Agreement, which shall survive such termination, (ii) subject to Section 12(a) hereinbelow, the Deposit shall be returned to Buyer, (iii) Buyer shall promptly return to Seller the Documents and Materials previously delivered by Seller to Buyer; and (iv) any escrow cancellation shall be borne equally by Seller and Buyer.
Procedures Upon Failure of Condition. Except as otherwise expressly provided herein, if any of the conditions set forth in this Agreement is not timely satisfied or waived for a reason other than the default of Buyer or Sellers in the performance of their respective obligations under this Agreement:
(i) This Agreement, the escrow and the respective rights and obligations of Sellers and Buyer hereunder shall terminate, subject to the survival of such obligations hereunder as survive such termination;
(ii) Escrow Holder shall promptly return to Buyer all funds of Buyer in its possession, including the Deposit, and to Sellers and Buyer all documents deposited by them respectively, which are then held by Escrow Holder; and
(iii) Any escrow cancellation and title charges shall be shared equally by Buyer and Sellers.
(iv) Any outstanding Loan Assumption Fees shall be paid by Buyer.
(v) The Bond Lease Assumption Costs shall be paid by Seller.
Procedures Upon Failure of Condition. Except as otherwise ------------------------------------ expressly provided herein, if any of the conditions set forth in Paragraphs 4 or - 5 is not timely satisfied or waived for a reason other than the default of Buyer - or Seller in the performance of their respective obligations under this Agreement:
(i) This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate, other than the indemnity obligations of Buyer set forth in Paragraph 17(s) which shall survive ----- such termination;
(ii) The Deposit shall be promptly returned to Buyer, and Escrow Holder shall return to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder; and
(iii) Any escrow cancellation and title charges shall be borne equally by Seller and Buyer.
Procedures Upon Failure of Condition
