Seller's Election Not to Cure. If Seller elects not to cure a Title Defect of which Seller has been notified, then the total net diminution in the Allocated Values of the affected Properties attributable to such defects shall be included in the "Downward Defect Adjustments". If the Title Defect is other than a preferential right to purchase or similar right, the affected Property shall be sold and conveyed to Buyer and the Downward Defect Adjustments shall be increased by the value diminution attributable to such Title Defect which shall be determined as follows:
Seller's Election Not to Cure. In the event Seller does not elect to satisfy or cure any Title Objection of which it is notified, then Purchaser shall have the option to either (a) close the transaction contemplated herein without any deduction in the Purchase Price; or (b) terminate this Agreement pursuant to Section 6.2, whereupon Seller shall receive the sum of One Hundred Dollars ($100.00) of the Xxxxxxx Money in full consideration of the rights granted to Purchaser under this Agreement and shall refund the balance of the Xxxxxxx Money to Purchaser, and thereafter the parties shall have no further rights or obligations hereunder, except for such rights and obligations which expressly survive the termination hereof. Any Title Objection which Seller does not agree to cure at or before Closing shall be a Permitted Title Exception; any Title Objection which Seller does agree to cure and does actually cure at or prior to Closing shall not be a Permitted Title Exception.
Seller's Election Not to Cure. If Seller is unable or elects not to cure a Title Defect of which Seller has been notified properly, exclusive of casualty losses under Section 5.02(ii), then in the event the total diminution in the value of the affected Properties exceeds five percent (5%) of the Purchase Price (the “Threshold Amount”), the Purchase Price shall be adjusted by the amount of Title Defects in excess of the Threshold Amount as set forth below: The affected Property shall be sold and conveyed to Buyer, and the Purchase Price attributable to such Property will be reduced by the value diminution attributable to such Title Defect insofar as it exceeds the Threshold Amount (the amount of any such reductions being “Downward Defect Adjustments”), which shall be determined as follows:
