Termination Due to Title Matters and Conditions. If, prior to Closing, the aggregate amount of the value of (a) all Defect Adjustments asserted in good faith under this Article III and (b) all adjustments for Conditions asserted in good faith pursuant to Section 13.2(a), equals or exceeds twenty percent (20%) of the Preliminary Purchase Price, then either party, at its option exercised by the giving of written notice to the other party not later than the Closing, may elect to terminate this Agreement, in which event Seller and Purchaser shall be under no obligation to each other with regard to the purchase and sale of any of the Assets, such termination to be without liability to either party. Failure of either party to give timely notice to the other party of an election to terminate this Agreement pursuant to this Section 3.7 shall be deemed an election not to terminate this Agreement.
Termination Due to Title Matters and Conditions. If, prior to Closing, the aggregate amount of the value of (a) all Defect Adjustments asserted in good faith under this Article III, (b) all adjustments for Conditions pursuant to Section 13.2(b)(i) and 13.2(b)(ii), and (c) all adjustments to the Preliminary Purchase Price resulting from Section 3.5 (Casualty Loss), Section 3.6(a) (Preferential Purchase Rights) and Section 3.6(c) (Hard Consents), equals or exceeds twelve and one-half percent (12.5%) of the Preliminary Purchase Price, then either party, at its option exercised by the giving of written notice to the other party not later than the Closing, may elect to terminate this Agreement, in which event Seller and Purchaser shall be under no obligation to each other with regard to the purchase and sale of any of the Assets, such termination to be without liability to either party. Failure of either party to give timely notice to the other party of an election to terminate this Agreement pursuant to this Section 3.7 shall be deemed an election not to terminate this Agreement.
Termination Due to Title Matters and Conditions. If, prior to Closing, the aggregate amount of the value of (a) all Defective Interests asserted in good faith by Purchaser under this Article III and any other matters treated as a Defective Interest under this Article III, and (b) all Conditions for which Seller has elected to adjust the Preliminary Purchase Price pursuant to Sections 13.2(b)(i) and 13.2(b)(ii), equals or exceeds twenty percent (20%) of the Preliminary Purchase Price, then either party, at its option exercised by the giving of written notice to the other party not later than the Closing, may elect to terminate this Agreement, in which event Seller and Purchaser shall be under no obligation to each other with regard to the purchase and sale of any of the Assets, such termination to be without liability to either party. Failure of either party to give timely notice to the other party of an election to terminate this Agreement pursuant to this Section 3.7 shall be deemed an election not to terminate this Agreement.
