Common use of DEFAULT BY XXXXXXXX/FAILURE OF CONDITIONS PRECEDENT Clause in Contracts

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 Xxxxxxxx' or PPL's covenants and obligations and the remedy of the recovery of all reasonable damages resulting from Xxxxxxxx' or PPL's breach of warranty or covenant. Notwithstanding the foregoing, if the condition which has not been satisfied is a breach of one or more representations and warranties by Xxxxxxxx or PPL in this Agreement and/or in any of the other documents executed of even date herewith between Xxxxxxxx and Brandywine OP or any of their respective affiliates (the "Other Documents"), Brandywine OP has elected to proceed to Closing, and Brandywine OP can reasonably quantify the damage resulting from such breach of representations and warranties with reasonable support for such calculation of damages, then (i) if the aggregate damage is no greater than $150,000.00 (the "First Threshold Level"), then neither Xxxxxxxx nor PPL shall have any obligation to either cure such breaches of representations and warranties or pay Brandywine OP at Closing in the event Brandywine OP elects to close the transaction described in this Agreement and under the Other Documents; (ii) if such aggregate damage is greater than the First Threshold Level but less than $1,500,000.00, then Xxxxxxxx must prior to the Closing Date either cure such breaches of representations and warranties to the reasonable satisfaction of Brandywine OP or Xxxxxxxx shall pay Brandywine OP at the Closing an amount equal to the actual damages as reasonably determined by Brandywine OP as aforesaid, less the First Threshold Level; and (iii) in the event the aggregate damages resulting from such breaches of representations and warranties would exceed $1,500,000.00, then Brandywine OP may either (A) terminate this Agreement and the Other Documents, in which event the Deposit (less the Independent Consideration) shall be promptly refunded, or (B) Brandywine OP may close the transaction as described in this Agreement and the Other Documents and Brandywine OP shall be paid by Xxxxxxxx the amount of $1,350,000.00, which amount shall be the maximum aggregate amount payable by Xxxxxxxx and PPL under the last sentence of Section 9.3 of this Agreement and all of the Other Documents.

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 $100,000.0050,000.00; 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 Xxxxxxxx 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 Xxxxxxxx' or PPL's covenants and obligations and the remedy of the recovery of all reasonable damages resulting from Xxxxxxxx' or PPL's breach of warranty or covenant. Notwithstanding the foregoing, if the condition which has not been satisfied is a breach of one or more representations and warranties by Xxxxxxxx or PPL in this Agreement and/or in any of the other documents executed of even date herewith between Xxxxxxxx and Brandywine OP or any of their respective affiliates (the "Other Documents")Agreement, Brandywine OP has elected to proceed to Closing, and Brandywine OP can reasonably quantify the damage resulting from such breach of representations and warranties with reasonable support for such calculation of damages, then (i) if the aggregate damage is no greater than $150,000.00 15,000.00 (the "First Threshold Level"), then neither Xxxxxxxx nor PPL shall have any no obligation to either cure such breaches of representations and warranties or pay Brandywine OP at Closing in the event Brandywine OP elects to close the transaction described in this Agreement and under the Other DocumentsAgreement; (ii) if such aggregate damage is greater than the First Threshold Level but less than $1,500,000.00250,000.00, then Xxxxxxxx must prior to the Closing Date either cure such breaches of representations and warranties to the reasonable satisfaction of Brandywine OP or Xxxxxxxx shall pay Brandywine OP at the Closing an amount equal to the actual damages as reasonably determined by Brandywine OP as aforesaid, less the First Threshold Level; and (iii) in the event the aggregate damages resulting from such breaches of representations and warranties would exceed $1,500,000.00250,000.00, then Brandywine OP may either (A) terminate this Agreement and the Other DocumentsAgreement, in which event the Deposit (less the Independent Consideration) shall be promptly refunded, or (B) Brandywine OP may close the transaction as described in this Agreement and the Other Documents and Brandywine OP shall be paid by Xxxxxxxx the amount of $1,350,000.00235,000.00, which amount shall be the maximum aggregate amount payable by Xxxxxxxx, Xxxxxxxx and OP and/or PPL under the last sentence of Section 9.3 of this Agreement and all of the Other DocumentsAgreement.

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 SECTION 9.6 below, and (iii) all other rights and obligations of Xxxxxxxx, PPL Xxxxxxxx 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 Xxxxxxxx' or PPL's covenants and obligations and the remedy of the recovery of all reasonable damages resulting from Xxxxxxxx' or PPL's breach of warranty or covenant. Notwithstanding the foregoing, if the condition which has not been satisfied is a breach of one or more representations and warranties by Xxxxxxxx or PPL and/or Xxxxxxxx Properties Limited, Inc. ("PPL") in this Agreement and/or in any of the other documents executed of even date herewith between Xxxxxxxx and among Xxxxxxxx, PPL, Brandywine OP or any of their respective affiliates (the "Other DocumentsOTHER DOCUMENTS"), Brandywine OP has elected to proceed to Closing, and Brandywine OP can reasonably quantify the damage resulting from such breach of representations and warranties with reasonable support for such calculation of damages, then (i) if the aggregate damage is no greater than $150,000.00 (the "First Threshold LevelFIRST THRESHOLD LEVEL"), then neither Xxxxxxxx nor PPL shall have any no obligation to either cure such breaches of representations and warranties or pay Brandywine OP at Closing in the event Brandywine OP elects to close the transaction described in this Agreement and under the Other Documents; (ii) if such aggregate damage is greater than the First Threshold Level but less than $1,500,000.00, then Xxxxxxxx must prior to the Closing Date either cure such breaches of representations and warranties to the reasonable satisfaction of Brandywine OP or Xxxxxxxx shall pay Brandywine OP at the Closing an amount equal to the actual damages as reasonably determined by Brandywine OP as aforesaid, less the First Threshold Level; and (iii) in the event the aggregate damages resulting from such breaches of representations and warranties would exceed $1,500,000.00, then Brandywine OP may either (A) terminate this Agreement and the Other Documents, in which event the Deposit (less the Independent Consideration) shall be promptly refunded, or (B) Brandywine OP may close the transaction as described in this Agreement and the Other other Transaction Documents and Brandywine OP shall be paid by Xxxxxxxx the amount of $1,350,000.00, which amount shall be the maximum aggregate amount payable by Xxxxxxxx and and/or PPL under the last sentence of Section SECTION 9.3 of this Agreement and all of the Other Documents.

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 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 Xxxxxxxx' or PPL's covenants and obligations and the remedy of the recovery of all reasonable damages resulting from Xxxxxxxx' or PPL's breach of warranty or covenant. Notwithstanding the foregoing, if the condition which has not been satisfied is a breach of one or more representations and warranties by Xxxxxxxx or PPL in this Agreement and/or in any of the other documents executed of even date herewith between Xxxxxxxx and Brandywine OP or any of their respective affiliates (the "Other DocumentsOTHER DOCUMENTS"), Brandywine OP has elected to proceed to Closing, and Brandywine OP can reasonably quantify the damage resulting from such breach of representations and warranties with reasonable support for such calculation of damages, then (i) if the aggregate damage is no greater than $150,000.00 (the "First Threshold LevelFIRST THRESHOLD LEVEL"), then neither Xxxxxxxx nor PPL shall have any obligation to either cure such breaches of representations and warranties or pay Brandywine OP at Closing in the event Brandywine OP elects to close the transaction described in this Agreement and under the Other Documents; (ii) if such aggregate damage is greater than the First Threshold Level but less than $1,500,000.00, then Xxxxxxxx must prior to the Closing Date either cure such breaches of representations and warranties to the reasonable satisfaction of Brandywine OP or Xxxxxxxx shall pay Brandywine OP at the Closing an amount equal to the actual damages as reasonably determined by Brandywine OP as aforesaid, less the First Threshold Level; and (iii) in the event the aggregate damages resulting from such breaches of representations and warranties would exceed $1,500,000.00, then Brandywine OP may either (A) terminate this Agreement and the Other Documents, in which event the Deposit (less the Independent Consideration) shall be promptly refunded, or (B) Brandywine OP may close the transaction as described in this Agreement and the Other Documents and Brandywine OP shall be paid by Xxxxxxxx the amount of $1,350,000.00, which amount shall be the maximum aggregate amount payable by Xxxxxxxx and PPL under the last sentence of Section SECTION 9.3 of this Agreement and all of the Other Documents.

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 $100,000.0050,000.00; provided, the foregoing shall not limit or include the sums which may be payable by Xxxxxxxx pursuant to Section SECTION 9.6 below, and (iii) all other rights and obligations of Xxxxxxxx, PPL Xxxxxxxx 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 Xxxxxxxx' or PPL's covenants and obligations and the remedy of the recovery of all reasonable damages resulting from Xxxxxxxx' or PPL's breach of warranty or covenant. Notwithstanding the foregoing, if the condition which has not been satisfied is a breach of one or more representations and warranties by Xxxxxxxx or PPL in this Agreement and/or in any of the other documents executed of even date herewith between Xxxxxxxx and Brandywine OP or any of their respective affiliates (the "Other Documents")Agreement, Brandywine OP has elected to proceed to Closing, and Brandywine OP can reasonably quantify the damage resulting from such breach of representations and warranties with reasonable support for such calculation of damages, then (i) if the aggregate damage is no greater than $150,000.00 15,000.00 (the "First Threshold LevelFIRST THRESHOLD LEVEL"), then neither Xxxxxxxx nor PPL shall have any no obligation to either cure such breaches of representations and warranties or pay Brandywine OP at Closing in the event Brandywine OP elects to close the transaction described in this Agreement and under the Other DocumentsAgreement; (ii) if such aggregate damage is greater than the First Threshold Level but less than $1,500,000.00250,000.00, then Xxxxxxxx must prior to the Closing Date either cure such breaches of representations and warranties to the reasonable satisfaction of Brandywine OP or Xxxxxxxx shall pay Brandywine OP at the Closing an amount equal to the actual damages as reasonably determined by Brandywine OP as aforesaid, less the First Threshold Level; and (iii) in the event the aggregate damages resulting from such breaches of representations and warranties would exceed $1,500,000.00250,000.00, then Brandywine OP may either (A) terminate this Agreement and the Other DocumentsAgreement, in which event the Deposit (less the Independent Consideration) shall be promptly refunded, or (B) Brandywine OP may close the transaction as described in this Agreement and the Other Documents and Brandywine OP shall be paid by Xxxxxxxx the amount of $1,350,000.00235,000.00, which amount shall be the maximum aggregate amount payable by Xxxxxxxx, Xxxxxxxx and OP and/or PPL under the last sentence of Section SECTION 9.3 of this Agreement and all of the Other DocumentsAgreement.