Common use of Termination of Title Cure Period Clause in Contracts

Termination of Title Cure Period. If, for any reason, Seller is unable or at Seller’s sole election, unwilling to take such actions as may be required to cause the matter identified in Buyer’s Objections to be cured or removed so as to convey title to the Real Properties consistent with the Pro Formas, or if Seller objects to any Requirement or any other obligation which it may incur in connection with the issuance of the Pro Formas title policies, Seller shall give Buyer notice thereof prior to the expiration of the Title Cure Period; it being understood and agreed that the failure of Seller to timely give such notice shall be deemed an election by Seller not to remedy such matters. If Seller shall elect not (or be deemed to elect not) to remove any matter identified in Buyer’s Objections, Buyer may, in the exercise of its sole discretion either: (i) close the Transaction with respect to the Real Properties subject to the Buyer’s Objections (that Seller will not cure) without abatement of the Unadjusted Purchase Price, in which event: (A) the Buyer’s Objections that Seller will not cure shall be, and be deemed to be, for all purposes, Permitted Encumbrances; (B) the Buyer shall close the Transactions notwithstanding the existence of any of the Buyer’s Objections that Seller will not cure; and (C) the Seller shall have no obligation or liability whatsoever after the Closing with respect to the Seller’s failure to cause any of the Buyer’s Objections to be eliminated; or (ii) terminate this Agreement by written notice given to the Seller within seven (7) calendar days after expiration of the Title Cure Period, in which event this Agreement shall terminate and neither party hereto shall have any further obligations hereunder other than those obligations expressly stated herein to survive the termination of this Agreement. In the event Buyer elects to proceed to Closing, the Pro Formas shall be revised to (1) delete those Requirements objected to by the Seller and (2) add the Buyer’s Objections that the Seller will not cure so that the Pro Forma’s shall be consistent with the quality of title accepted or deemed accepted by the Buyer pursuant to this Section 9.1(d).

Termination of Title Cure Period. If, for any reason, Seller CTF is unable or at SellerCTF’s sole election, unwilling to take such actions as may be required to cause the matter identified in BuyerPurchaser’s Objections to be cured or removed so as to convey title to the Real Properties consistent with the Pro Formas, or if Seller CTF objects to any Requirement or any other obligation which it may incur in connection with the issuance of the Pro Formas Forma title policies, Seller Marriott shall give Buyer Purchaser notice thereof prior to the expiration of the Title Cure Period; it being understood and agreed that the failure of Seller Marriott to timely give such notice shall be deemed an election by Seller CTF not to remedy such matters. If Seller CTF shall elect not (or be deemed to elect not) to remove any matter identified in BuyerPurchaser’s Objections, Buyer Purchaser may, in the exercise of its sole discretion either: (i) close the Transaction with respect to the Real Properties subject to the BuyerPurchaser’s Objections (that Seller CTF will not cure) without abatement of the Unadjusted Purchase Price, in which event: (A) the BuyerPurchaser’s Objections that Seller CTF will not cure shall be, and be deemed to be, for all purposes, Permitted Encumbrances; (B) the Buyer Purchaser shall close the Transactions notwithstanding the existence of any of the BuyerPurchaser’s Objections that Seller CTF will not cure; and (C) the Seller neither CTF nor Marriott shall have no any obligation or liability whatsoever after the Closing with respect to the SellerCTF’s failure to cause any of the BuyerPurchaser’s Objections to be eliminated; or (ii) terminate this Agreement by written notice given to the Seller Marriott within seven four (74) calendar days after expiration of the Title Cure Period, in which event this Agreement shall terminate terminate, the Deposit and all interest accrued thereon shall be returned to Purchaser and neither party hereto shall have any further obligations hereunder thereunder other than those obligations expressly stated herein to survive the termination of this Agreement. In the event Buyer Purchaser elects to proceed to Closing, the Pro Formas shall be revised to (1) delete those Requirements objected to by the Seller CTF and (2) add the BuyerPurchaser’s Objections that the Seller CTF will not cure so that the Pro Forma’s Formas shall be consistent with the quality of title accepted or deemed accepted by the Buyer Purchaser pursuant to this Section 9.1(d).

Termination of Title Cure Period. If, for any reason, Seller CTF is unable or at SellerCTF’s sole election, unwilling to take such actions as may be required to cause the matter identified in BuyerPurchaser’s Objections to be cured or removed so as to convey title to the Real Properties consistent with the Pro Formas, or if Seller CTF objects to any Requirement Requirements or any other obligation which it may incur in connection with the issuance of the Pro Formas Forma title policies, Seller Marriott shall cause CTF to give Buyer Purchaser notice thereof prior to the expiration of the Title Cure Period; it being understood and agreed that the failure of Seller Marriott or CTF to timely give such notice shall be deemed an election by Seller CTF not to remedy such matters. If Seller CTF shall elect not (or be deemed to elect not) to remove any matter identified in BuyerPurchaser’s Objections, Buyer Purchaser may, in the exercise of its sole discretion either: (i) close the Transaction with respect to the Real Properties subject to the BuyerPurchaser’s Objections (that Seller CTF will not cure) without abatement of the Unadjusted Purchase Price, in which event: (A) the BuyerPurchaser’s Objections that Seller CTF will not cure shall be, and be deemed to be, for all purposes, Permitted Encumbrances; (B) the Buyer Purchaser shall close the Transactions notwithstanding the existence of any of the BuyerPurchaser’s Objections that Seller CTF will not cure; and (C) the Seller CTF and Marriott shall have no obligation or liability whatsoever after the Closing with respect to the SellerCTF’s failure to cause any of the BuyerPurchaser’s Objections to be eliminated; or (ii) terminate this Agreement by written notice given to the Seller Marriott and CTF within seven four (74) calendar days after expiration of the Title Cure Periodthereafter, in which event this Agreement shall terminate terminate, the Deposit and all interest accrued thereon shall be returned to Purchaser and neither party hereto shall have any further obligations hereunder other than those obligations expressly stated herein to survive the termination of this Agreement. In the event Buyer Purchaser elects to proceed to Closing, the Pro Formas shall be revised to (1i) delete those Requirements objected to by the Seller CTF and (2ii) add the BuyerPurchaser’s Objections that the Seller CTF will not cure so that the Pro Forma’s Formas shall be consistent with the quality of title accepted or deemed accepted by the Buyer Purchaser pursuant to this Section 9.1(d).