Common use of Termination by Reason of Default Clause in Contracts

Termination by Reason of Default. If the Closing fails to occur when and as provided in Section 6 above by reason of a breach or default (or deemed default as provided in the last sentence of either of Section 7.1.1 or Section 7.1.2 above) of either party of any of its duties, obligations, representations or warranties under this Agreement, then the non-defaulting party may elect, by written notice to the defaulting party and to Escrow Holder, to terminate Escrow and this Agreement, and the Master Purchase Agreement shall govern the disbursement of the Xxxxxxx Money Deposit as provided therein. Such termination shall be effective five (5) days after delivery of such notice (the “Effective Termination Date”); provided, that (i) the non-defaulting party has performed or is in a position to perform all obligations on its part to be performed as of the Effective Termination Date other than those obligations which the non-defaulting party is prevented from having performed by reason of the defaulting party’s breach or default; and (ii) the defaulting party has not cured the default and the non-defaulting party has not waived such default by the Effective Termination Date. Except as otherwise provided below in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreement, Escrow Holder and the parties shall, upon such termination, return all of the other party’s funds and documents then held by them to the party depositing or delivering the same. Thereafter, each of the parties shall be discharged and released from all obligations and Liabilities except as otherwise provided in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreement and except for those obligations and Liabilities which are expressly intended to survive the termination of this Agreement, including those Liabilities set forth in Section 12.2 below.

Termination by Reason of Default. If the Closing fails to occur when and as provided in Section 6 above by reason of a breach or default (or deemed default as provided in the last sentence of either of Section 7.1.1 or Section 7.1.2 above) of either party of any of its duties, obligations, representations or warranties under this Agreement, (or by reason of the failure of a condition due to any event described in clauses (i) or (ii) of Sections 7.1.1 or 7.1.2 as applicable), then the non-defaulting party may elect, by written notice to the defaulting party and to Escrow Holder, to terminate Escrow and this Agreement, and the Master Purchase Agreement shall govern the disbursement of the Xxxxxxx Money Deposit as provided therein. Such termination shall be effective five (5) days after delivery of such notice (the “Effective Termination Date”); provided, that (i) the non-defaulting party has performed or is in a position to perform all obligations on its part to be performed as of the Effective Termination Date other than those obligations which the non-defaulting party is prevented from having performed by reason of the defaulting party’s breach or default; and (ii) the defaulting party has not cured the default and the non-defaulting party has not waived such default by the Effective Termination Date. Except as otherwise provided below in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreementabove, Escrow Holder and the parties shall, upon such termination, return all of the other party’s funds and documents then held by them (including, without limitation, the Environmental Reports) to the party depositing or delivering the same. Thereafter, each of the parties shall be discharged and released from all obligations and Liabilities except as otherwise provided in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreement and except for those obligations and Liabilities which are expressly intended to survive the termination of this Agreement, including including, without limitation, those Liabilities set forth in Section 12.2 below.. Provided that Sellers shall not be the defaulting party, in connection with any termination and promptly upon such termination, Buyers shall deliver to Sellers true, correct and complete copies of all Commitments, all Environmental Studies and any other reports or studies prepared by or on behalf of Buyers in connection with their review and inspection of the Properties,

Termination by Reason of Default. If the Closing fails to occur when and as provided in Section 6 above by reason of a breach or default (or deemed default as provided in the last sentence of either of Section 7.1.1 or Section 7.1.2 above) of either party of any of its duties, obligations, representations or warranties under this Agreement, then the non-defaulting nondefaulting party may elect, by written notice to the defaulting party and to Escrow Holder, to terminate Escrow and this Agreement, and the Master Purchase Agreement shall govern the disbursement of the Xxxxxxx Money Deposit as provided therein. Such termination shall be effective five (5) days after delivery of such notice (the “Effective Termination Date”); provided, that (i) the non-defaulting nondefaulting party has performed or is in a position to perform all obligations on its part to be performed as of the Effective Termination Date other than those obligations which the non-defaulting party is prevented from having performed by reason of the defaulting party’s breach or default; and (ii) the defaulting party has not cured the default and the non-defaulting nondefaulting party has not waived such default by the Effective Termination Date. Except as otherwise provided below in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreement6.6.2 above, Escrow Holder and the parties shall, upon such termination, return all of the other party’s funds and documents then held by them to the party depositing or delivering the same. Thereafter, each of the parties shall be discharged and released from all obligations and Liabilities except as otherwise provided in this Section 7.2 and Section 6.6.5 6.6.2 above and in the Master Purchase Agreement and except for those obligations and Liabilities which are expressly intended to survive the termination of this Agreement, including those Liabilities set forth in Section 12.2 below.

Termination by Reason of Default. If the Closing fails to occur when and as provided in Section 6 above by reason of a breach or default (or deemed default as provided in the last sentence of either of Section 7.1.1 or Section 7.1.2 above) of either party of any of its duties, obligations, representations or warranties under this Agreement, then the non-defaulting party may elect, by written notice to the defaulting party and to Escrow Holder, to terminate Escrow and this Agreement, and the Master Purchase Agreement shall govern the disbursement of the Xxxxxxx Money Deposit as provided thereinDeposit, and all interest thereon, shall be delivered to the non-defaulting party promptly after the Effective Termination Date. Such termination shall be effective five (5) days after delivery of such notice (the “Effective Termination Date”); provided, that (i) the non-defaulting party has performed or is in a position to perform all obligations on its part to be performed as of the Effective Termination Date other than those obligations which the non-defaulting party is prevented from having performed by reason of the defaulting party’s breach or default; and (ii) the defaulting party has not cured the default and the non-defaulting party has not waived such default by the Effective Termination Date. Except as otherwise provided below in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreementabove, Escrow Holder and the parties shall, upon such termination, return all of the other party’s funds and documents then held by them to the party depositing or delivering the same. Thereafter, each of the parties shall be discharged and released from all obligations and Liabilities except as otherwise provided in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreement and except for those obligations and Liabilities which are expressly intended to survive the termination of this Agreement, including those Liabilities set forth in Section 12.2 below.

Termination by Reason of Default. If the Closing fails to occur when and as provided in Section 6 above by reason of a breach or default (or deemed default as provided in the last sentence of either of Section 7.1.1 or Section 7.1.2 above) of either party of any of its duties, obligations, representations or warranties under this Agreement, then the non-defaulting party may elect, by written notice to the defaulting party and to Escrow Holder, to terminate Escrow and this Agreement, and the Master Purchase Agreement shall govern the disbursement of the Xxxxxxx Money Deposit as provided thereinDeposit, and all interest thereon, shall be delivered to the non-defaulting party promptly after the Effective Termination Date. Such termination shall be effective five (5) days after delivery of such notice (the “Effective Termination Date”); provided, that (i) the non-defaulting party has performed or is in a position to perform all obligations on its part to be performed as of the Effective Termination Date other than those obligations which the non-defaulting party is prevented from having performed by reason of the defaulting party’s breach or default; and (ii) the defaulting party has not cured the default and the non-defaulting party has not waived such default by the Effective Termination Date. Except as otherwise provided below in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreementabove, Escrow Holder and the parties shall, upon such termination, return all of the other party’s funds and documents then held by them to the party depositing or delivering the same. Thereafter, each of the parties shall be discharged and released from all obligations and Liabilities except as otherwise provided in this Section 7.2 and Section 6.6.5 above and in the Master Purchase Agreement and except for those obligations and Liabilities which are expressly intended to survive the termination of this Agreement, including those Liabilities set forth in Section 12.2 below.