Common use of Closing Condition Failure Clause in Contracts

Closing Condition Failure. (a) Subject to Seller’s right to extend the Closing Date pursuant to Section 9.1(c), if any condition set forth in Section 8.1 or Section 9.1is not satisfied on the Closing Date (and such failure is not the result of a default under this Agreement or any act or omission intentionally taken or not taken for purposes of frustrating Closing by the Party in whose favor such condition runs), then the party for whom such condition(s) precedent is not satisfied (and only such party) may, in its sole and absolute discretion, (i) terminate this Agreement by providing written notice to such effect to the other party whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (ii) waive such closing condition(s) at or prior to the Closing Date without any increase in, abatement of, or credit against the Purchase Price, or claim against the other party and proceed to Closing; provided however, if either Party terminates this Agreement due to a default by the other Party, then Section 1.1 and Section 15.2, as applicable, shall control the rights, remedies and obligations of the Parties. (b) If either party elects to proceed to the Closing with Seller’s Representative or Purchaser’s Representative, as applicable, having actual knowledge (as opposed to constructive or imputed knowledge) of (A) a default in any of the covenants, agreements or obligations to be performed by the other party under this Agreement, and/or (B) an inaccuracy in or untruthfulness of any representation or warranty of the other party made in this Agreement or any of the Closing Documents, then, upon the consummation of the Closing, such party shall be deemed to have waived any such default and/or inaccuracy and shall have no claim against the other party on account thereof Notwithstanding the foregoing terms of this Section 9.1(k) (but subject to Seller’s right to extend the Closing Date under the terms of Section 9.1(c)), if the failed closing condition(s) is reasonably susceptible to cure by Seller or Purchaser, then either party shall have the one-time right to extend the Closing Date for up to twenty (20) days in order to allow such cure by giving notice to such effect to the other party on or before the date that is one (1) Business Day prior to the scheduled Closing Date, and the applicable party(ies) shall use all commercially reasonable and diligent efforts to effect such cure; provided, however, such cure period will not extend the Closing Date past any commitment date of any financing or cost Purchaser any amount to extend such commitment date (provided that Purchaser shall have notified Seller of any such commitment date at least ten (10) days prior to Closing).

Closing Condition Failure. (a) Subject to Seller’s right to extend the Closing Date pursuant to Section 9.1(c), if any condition set forth in Section 8.1 or Section 9.1is 9.1 is not satisfied on the Closing Date (and such failure is not the result of a default under this Agreement or any act or omission intentionally taken or not taken for purposes of frustrating Closing by the Party in whose favor such condition runs), then the party for whom such condition(s) precedent is not satisfied (and only such party) may, in its sole and absolute discretion, (i) terminate this Agreement by providing written notice to such effect to the other party whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (ii) waive such closing condition(s) at or prior to the Closing Date without any increase in, abatement of, or credit against the Purchase Price, or claim against the other party and proceed to Closing; provided however, if either Party terminates this Agreement due to a default by the other Party, then Section 1.1 15.1 and Section 15.2, as applicable, shall control the rights, remedies and obligations of the Parties. (b) If either party elects to proceed to the Closing with Seller’s Representative or Purchaser’s Representative, as applicable, having actual knowledge (as opposed to constructive or imputed knowledge) of (A) a default in any of the covenants, agreements or obligations to be performed by the other party under this Agreement, and/or (B) an inaccuracy in or untruthfulness of any representation or warranty of the other party made in this Agreement or any of the Closing Documents, then, upon the consummation of the Closing, such party shall be deemed to have waived any such default and/or inaccuracy and shall have no claim against the other party on account thereof Notwithstanding the foregoing terms of this Section 9.1(k) 9.2 (but subject to Seller’s right to extend the Closing Date under the terms of Section 9.1(c)), if the failed closing condition(s) is reasonably susceptible to cure by Seller or Purchaser, then either party shall have the one-time right to extend the Closing Date for up to twenty (20) days in order to allow such cure by giving notice to such effect to the other party on or before the date that is one (1) Business Day prior to the scheduled Closing Date, and the applicable party(ies) shall use all commercially reasonable and diligent efforts to effect such cure; provided, however, such cure period will not extend the Closing Date past any commitment date of any financing or cost Purchaser any amount to extend such commitment date (provided that Purchaser shall have notified Seller of any such commitment date at least ten (10) days prior to Closing).

Closing Condition Failure. (a) Subject to Seller’s right to extend the Closing Date pursuant to Section 9.1(c), if any condition set forth in Section 8.1 or Section 9.1is 9.1 is not satisfied on the Closing Date (and such failure is not the result of a default under this Agreement or any act or omission intentionally taken or not taken for purposes of frustrating Closing by the Party in whose favor such condition runs), then the party for whom such condition(s) precedent is not satisfied (and only such party) may, in its sole and absolute discretion, (i) terminate this Agreement by providing written notice to such effect to the other party whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (ii) waive such closing condition(s) at or prior to the Closing Date without any increase in, abatement of, or credit against the Purchase Price, or claim against the other party and proceed to Closing; provided however, if either Party terminates this Agreement due to a default by the other Party, then Section 1.1 15.1 and Section 15.2, as applicable, shall control the rights, remedies and obligations of the Parties. (b) If either party elects to proceed to the Closing with Seller’s Representative or Purchaser’s Representative, as applicable, having actual knowledge (as opposed to constructive or imputed knowledge) of (A) a default in any of the covenants, agreements or obligations to be performed by the other party under this Agreement, and/or (B) an inaccuracy in or untruthfulness of any representation or warranty of the other party made in this Agreement or any of the Closing Documents, then, upon the consummation of the Closing, such party shall be deemed to have waived any such default and/or inaccuracy and shall have no claim against the other party on account thereof thereof. Notwithstanding the foregoing terms of this Section 9.1(k) 9.2 (but subject to Seller’s right to extend the Closing Date under the terms of Section 9.1(c)), if the failed closing condition(s) is reasonably susceptible to cure by Seller or Purchaser, then either party shall have the one-time right to extend the Closing Date for up to twenty (20) days in order to allow such cure by giving notice to such effect to the other party on or before the date that is one (1) Business Day prior to the scheduled Closing Date, and the applicable party(ies) shall use all commercially reasonable and diligent efforts to effect such cure; provided, however, such cure period will not extend the Closing Date past any commitment date of any financing or cost Purchaser any amount to extend such commitment date (provided that Purchaser shall have notified Seller of any such commitment date at least ten (10) days prior to Closing).

Closing Condition Failure. (a) Subject to Seller’s right to extend the Closing Date pursuant to Section 9.1(c), if any condition set forth in Section 8.1 or Section 9.1is 9.1 is not satisfied on the Closing Date (and such failure is not the result of a default under this Agreement or any act or omission intentionally taken or not taken for purposes of frustrating Closing by the Party in whose favor such condition runs), then the party for whom such condition(s) precedent is not satisfied (and only such party) may, in its sole and absolute discretion, (i) terminate this Agreement by providing written notice to such effect to the other party whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (ii) waive such closing condition(s) at or prior to the Closing Date without any increase in, abatement of, or credit against the Purchase Price, or claim against the other party and proceed to Closing; provided however, if either Party terminates this Agreement due to a default by the other Party, then then Section 1.1 15.1 and Section 15.2, as applicable, shall control the rights, remedies and obligations of the Parties. (b) If either party elects to proceed to the Closing with Seller’s Representative or Purchaser’s Representative, as applicable, having actual knowledge (as opposed to constructive or imputed knowledge) of (A) a default in any of the covenants, agreements or obligations to be performed by the other party under this Agreement, and/or (B) an inaccuracy in or untruthfulness of any representation or warranty of the other party made in this Agreement or any of the Closing Documents, then, upon the consummation of the Closing, such party shall be deemed to have waived any such default and/or inaccuracy and shall have no claim against the other party on account thereof thereof. Notwithstanding the foregoing terms of this Section 9.1(k) 9.2 (but subject to Seller’s right to extend the Closing Date under the terms of Section 9.1(c)), if the failed closing condition(s) is reasonably susceptible to cure by Seller or Purchaser, then either party shall have the one-time right to extend the Closing Date for up to twenty (20) days in order to allow such cure by giving notice to such effect to the other party on or before the date that is one (1) Business Day prior to the scheduled Closing Date, and the applicable party(ies) shall use all commercially reasonable and diligent efforts to effect such cure; provided, however, such cure period will not extend the Closing Date past any commitment date of any financing or cost Purchaser any amount to extend such commitment date (provided that Purchaser shall have notified Seller of any such commitment date at least ten (10) days prior to Closing).