DEFAULT BY XXXXXXXX/FAILURE OF CONDITIONS PRECEDENT Sample Clauses

DEFAULT BY XXXXXXXX/FAILURE OF CONDITIONS PRECEDENT. If any condition set forth herein for the benefit of Brandywine OP cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle Brandywine OP to terminate this Agreement and its obligations hereunder, and if Xxxxxxxx fails to cure any such matter or satisfy that condition within ten (10) business days after notice thereof from Brandywine OP (or such other time period as may be explicitly provided for herein), Brandywine OP, at its option, may elect (a) to terminate this Agreement, in which event (i) the Deposit, less the Independent Consideration, shall be promptly returned to Brandywine OP, (ii) if the condition which has not been satisfied is a breach of a representation, warranty or covenant known by Xxxxxxxx to have been inaccurate or misleading when made, then Xxxxxxxx shall be obligated upon demand to reimburse Brandywine OP for Brandywine OP's actual out-of-pocket inspection, financing and other costs related to Brandywine OP's entering into this Agreement, inspecting the Property and preparing for a Closing of the transaction contemplated hereby, including, without limitation, Brandywine OP's attorneys' fees incurred in connection with the preparation, negotiation and execution of this Agreement and in connection with Brandywine OP's due diligence review, audits and preparation for a Closing up to an aggregate amount equal to $100,000.00; provided, the foregoing shall not limit or include the sums which may be payable by Xxxxxxxx pursuant to Section 9.6 below, and (iii) all other rights and obligations of Xxxxxxxx, PPL and Brandywine OP hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; (b) elect to proceed to Closing; or (c) seek to enforce Xxxxxxxx' and PPL's obligations hereunder by specific performance. If Brandywine OP elects to proceed to Closing and there is either a misrepresentation or breach of a warranty by Xxxxxxxx or PPL (other than a breach of a representation or warranty of which Brandywine OP had actual knowledge prior to the Closing and nevertheless elected to consummate the Closing) or the breach of a covenant by Xxxxxxxx or PPL or a failure by Xxxxxxxx or PPL to perform its respective obligations hereunder first discovered by Brandywine OP after the Closing Date, Brandywine OP shall retain all remedies accruing as a result thereof, including, but not limited to, the remedy of specific performance of Xxxxxx...
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DEFAULT BY XXXXXXXX/FAILURE OF CONDITIONS PRECEDENT. If any --------------------------------------------------- condition set forth herein for the benefit of Partnership or Contributor (other than a default by Xxxxxxxx, OP General Partner or Company) cannot or will not be satisfied prior to Closing, and if that condition is not satisfied within ten (10) business days after notice thereof from Partnership or Contributor (or such other time period as may be explicitly provided for herein), Contributors may, at their option, elect either (a) to terminate this Agreement in which event the Deposit shall be promptly returned to Xxxxxxxx and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (b) to waive their right to terminate, and instead, to proceed to Closing. If, prior to Closing, Xxxxxxxx, OP General Partner or Company defaults in performing any of its obligations under this Agreement and such default is not cured within ten (10) business days after notice thereof from Partnership, then Contributor's sole remedy for such default shall be either (i) to terminate this Agreement and retain the Deposit as liquidated and agreed-upon damages, it being acknowledged that actual damages would be impossible to accurately estimate, or (ii) to pursue the remedy of specific performance.
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DEFAULT BY XXXXXXXX/FAILURE OF CONDITIONS PRECEDENT. If any condition set forth herein for the benefit of Brandywine OP (other than a default by Xxxxxxxx) cannot or will not be satisfied prior to Closing, and if Xxxxxxxx fails to satisfy that condition within ten (10) business days after notice thereof from Brandywine OP (or such other time period as may be explicitly provided for herein), Brandywine OP may, at its option, elect either (a) to terminate this Agreement in which event the Deposit shall be promptly returned to Xxxxxxxx and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (b) to waive its right to terminate, and instead, to proceed to Closing. If, prior to Closing, Xxxxxxxx defaults in performing any of its obligations under this Agreement (including its obligation to purchase the Property), and Xxxxxxxx fails to cure any such default within ten (10) business days after notice thereof from Brandywine OP, then Brandywine OP' sole remedy for such default shall be either (i) to terminate this Agreement and retain the Deposit or (ii) to pursue the remedy of specific performance compelling Xxxxxxxx to accept the contribution of the Tysons Partnership Interest and issue the Common Units and Special Units pursuant to the provisions of this Agreement.
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Related to DEFAULT BY XXXXXXXX/FAILURE OF CONDITIONS PRECEDENT

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Failure of Conditions If the Conditions Precedent shall not have been satisfied or waived by February 27, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “Termination Notice”) delivered to the other party by February 27, 2015 (the “Failure of Conditions Termination Date”). Upon termination of this Lease under the terms of this Section 2, neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below for the River Valley Facility to be included on Exhibit “E”, the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.

  • Failure of Conditions; Termination In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

  • Failure of Condition (a) In the event of a failure of any condition contained in Section 7.1 or 7.2 above which is not the result of a default by either party, the party for whose benefit the condition existed may either waive the condition and proceed to Closing or may terminate this Agreement in which event the Deposit and all documents and funds deposited by Purchaser shall be immediately returned to Purchaser, all documents deposited by Seller shall be immediately returned to Seller, and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12);

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon (the “Effective Date”) the satisfaction of each of the following conditions (all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel):

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • Additional Conditions Precedent No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

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