Common use of Rejection or Lapse of REIT ROFR; Failure to Close Clause in Contracts

Rejection or Lapse of REIT ROFR; Failure to Close. If the REIT Parties fail to deliver a REIT ROFR Notice within the REIT ROFR Period or by REIT ROFR Notice reject or decline to purchase and assume the Manager Transaction, or the applicable REIT Affiliate fails to timely prepare and execute the proper REIT Transaction Documents with respect to the Manager Transaction, then the REIT ROFR shall lapse. The REIT Parties acknowledge that if the REIT ROFR lapses, the applicable Manager Affiliate shall be entitled to proceed with the Manager Transaction described in the Manager Notice on materially the same terms and conditions as outlined therein within the time period established therein and in accordance with the underlying REIT Transaction Documents, subject to reasonable extensions of the closing date. If the terms and conditions of the Manager Transaction materially change, and to the extent not otherwise presented by Advisor to the REIT Parties in accordance with the terms of the Advisory Agreement, then Manager hereby grants (on behalf of itself and the applicable Manager Affiliate) to the REIT Parties the exclusive first right of refusal to purchase and assume the rights and obligations of the applicable Manager Affiliate with respect to such Manager Transaction on the changed terms and conditions and in connection therewith shall deliver to the REIT Parties a new Manager Notice (subject to the same time requirements for review and exercise as set forth in this Agreement).

Rejection or Lapse of REIT ROFR; Failure to Close. If the REIT Parties fail to deliver a REIT ROFR Notice within the REIT ROFR Period or by REIT ROFR Notice reject or decline to purchase and assume the Manager Remington Transaction, or the applicable REIT Affiliate fails to timely prepare and execute the proper REIT Transaction Documents with respect to the Manager Remington Transaction, then the REIT ROFR shall lapse. The REIT Parties acknowledge that pursuant to the terms of the Ashford Trust Mutual Exclusivity Agreement, if the REIT ROFR lapses, the Ashford Trust Parties may exercise their rights to assume or acquire the Remington Transaction. Further, the applicable Manager Remington Affiliate shall be entitled entitled, subject to the Ashford Trust Exclusivity Rights, to proceed with the Manager Remington Transaction described in the Manager Remington Notice on materially the same terms and conditions as outlined therein within the time period established therein and in accordance with the underlying REIT Transaction Documents, subject to reasonable extensions of the closing date. If the terms and conditions of the Manager Remington Transaction materially change, and to then the extent not otherwise presented by Advisor to the REIT Remington Parties in accordance with the terms of the Advisory Agreement, then Manager hereby grants grant (on behalf of itself themselves and the applicable Manager Remington Affiliate) to the REIT Parties the exclusive first right of refusal to purchase and assume the rights and obligations of the applicable Manager Remington Affiliate with respect to such Manager Remington Transaction on the changed terms and conditions and in connection therewith shall deliver to the REIT Parties a new Manager Remington Notice (subject to the same time requirements for review and exercise as set forth in this Agreement).