Common use of Contingencies and Conditions Precedent to Closing Clause in Contracts

Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent in favor of each party specified (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition to Buyer’s Closing obligations is not fulfilled or waived pursuant to the terms of this Agreement, then this Agreement may be terminated by delivery of written notice by Buyer on or before the applicable date specified and the provisions of Section 4.15 shall apply. If the conditions to Seller’s Closing obligations set forth in Section 4.14 are not fulfilled or waived pursuant to the terms of this Agreement, Seller shall have the remedies set forth in Section 12.2. The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent of a breach of such obligations prior to the Closing).

Appears in 1 contract

Samples: Purchase and Sale Agreement

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Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent in favor of each party specified (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition to Buyer’s Closing obligations is not fulfilled (or waived waived) pursuant to the terms tenns of this Agreement, then this Agreement may be terminated by delivery of written notice by Buyer the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, the Escrow Deposit shall be returned to Buyer by Escrow Holder (and to the provisions of Section 4.15 shall apply. If the conditions extent previously released to Seller’s Closing , by Seller), and Xxxxxx and Buyer shall be released from further obligation or liability hereunder (except for those obligations set forth in Section 4.14 are not fulfilled or waived pursuant to the terms and liabilities that expressly survive termination of this Agreement, Seller shall have the remedies set forth in Section 12.2). The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent of the party claiming a breach of such obligations after the Closing had no knowledge of such breach prior to the Closing, with respect to those obligations under this Agreement that expressly survive the Closing).

Appears in 1 contract

Samples: Memorandum of Agreement

Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent in favor of each party specified (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition to Buyer’s Closing obligations is not fulfilled (or waived waived) pursuant to the terms tenns of this Agreement, then this Agreement may be terminated by delivery of written notice by Buyer the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, the Escrow Deposit shall be returned to Buyer by Escrow Holder (and to the provisions of Section 4.15 shall apply. If the conditions extent previously released to Seller’s Closing , by Seller), and Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations set forth in Section 4.14 are not fulfilled or waived pursuant to the terms and liabilities that expressly survive termination of this Agreement, Seller shall have the remedies set forth in Section 12.2). The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent of the party claiming a breach of such obligations after the Closing had no knowledge of such breach prior to the Closing, with respect to those obligations under this Agreement that expressly survive the Closing).

Appears in 1 contract

Samples: Memorandum of Agreement

Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent in favor of each party specified (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition to Buyer’s Closing obligations is not fulfilled (or waived waived) pursuant to the terms of this Agreement, then this Agreement may be terminated by delivery of written notice by Buyer the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, the Escrow Deposit shall be returned to Buyer by Escrow Holder (and to the provisions of Section 4.15 shall apply. If the conditions extent previously released to Seller’s Closing , by Seller), and Xxxxxx and Xxxxx shall be released from further obligation or liability hereunder (except for those obligations set forth in Section 4.14 are not fulfilled or waived pursuant to the terms and liabilities that expressly survive termination of this Agreement, Seller shall have the remedies set forth in Section 12.2). The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent of the party claiming a breach of such obligations after the Closing had no knowledge of such breach prior to the Closing, with respect to those obligations under this Agreement that expressly survive the Closing).

Appears in 1 contract

Samples: Purchase and Sale Agreement

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Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent in favor of each party specified (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition to Buyer’s Closing obligations is not fulfilled (or waived waived) pursuant to the terms of this Agreement, then this Agreement may be terminated by delivery of written notice by Buyer the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, the Escrow Deposit shall be returned to Buyer by Escrow Holder, and the provisions of Section 4.15 Seller and Buyer shall apply. If the conditions to Seller’s Closing be released from further obligation or liability hereunder (except for those obligations set forth in Section 4.14 are not fulfilled or waived pursuant to the terms and liabilities that expressly survive termination of this Agreement, Seller shall have the remedies set forth in Section 12.2). The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent of the party claiming a breach of such obligations after the Closing had no knowledge of such breach prior to the Closing, with respect to those obligations under this Agreement that expressly survive the Closing).

Appears in 1 contract

Samples: Purchase and Sale Agreement

Contingencies and Conditions Precedent to Closing. The obligations of Buyer to acquire, and Seller to sell, the Property as contemplated by this Agreement are subject to satisfaction of each of the following contingencies and conditions precedent in favor of each party specified (which may be waived in writing by the party that is not required to fulfill the purchase or sale unless such condition is satisfied) on or before the applicable date specified for satisfaction of the applicable condition (or before Closing, if no other date is specified). Subject to the terms and conditions set forth below, if any condition to Buyer’s Closing obligations is not fulfilled (or waived waived) pursuant to the terms of this Agreement, then this Agreement may be terminated by delivery of written notice by Buyer the party in whose favor such condition exists on or before the applicable date specified for such condition and, in connection with any such termination made in accordance with this Section, the Escrow Deposit shall be returned to Buyer by Escrow Holder (and to the provisions of Section 4.15 shall apply. If the conditions extent previously released to Seller’s Closing , by Seller), and Seller and Buyer shall be released from further obligation or liability hereunder (except for those obligations set forth in Section 4.14 are not fulfilled or waived pursuant to the terms and liabilities that expressly survive termination of this Agreement, Seller shall have the remedies set forth in Section 12.2). The provisions of this introductory paragraph of Section 4 shall survive termination of this Agreement. The Closing shall constitute approval by each party of all matters to which such party has a right of approval and a waiver of all conditions precedent (except to the extent of the party claiming a breach of such obligations after the Closing had no knowledge of such breach prior to the Closing, with respect to those obligations under this Agreement that expressly survive the Closing).

Appears in 1 contract

Samples: Purchase and Sale Agreement

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