Seller Inability to Convey. If Seller shall be unable to convey title to the Assets as provided herein or shall otherwise be unable to satisfy the conditions to Purchaser’s obligation to consummate the transactions contemplated by this Agreement, then Seller shall have the right by delivery of written notice to Purchaser to extend the date established herein for the Closing for a period not to exceed sixty (60) days. If at the end of such period, Seller shall nonetheless be unable to convey such title to the Assets or to otherwise satisfy such conditions, then Purchaser’s sole remedy shall be either (i) to accept such title as Seller is able to convey (without any claim on its part for abatement or reduction of the Total Consideration) or (ii) to terminate this Agreement according to the provisions hereof, whereupon the Deposit shall promptly be returned to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall be null and void and of no further force and effect, without recourse to either party.
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