Failure of a Condition. 7.3.1 If any condition precedent to Purchaser’s obligation to close the transactions contemplated by this Agreement, as set forth in Section 7.1 of this Agreement, has not been satisfied on or before the Closing Date, then Purchaser shall give notice to Seller of the condition or conditions that Purchaser asserts are not satisfied. Purchaser shall have the right to waive the unsatisfied condition or conditions by written notice to Seller and Escrow Agent given on or before the Closing Date, in which case Purchaser shall have the right to extend the Closing Date by one (1) Business Day. Seller shall have the right to extend the Closing Date for a period of up to six (6) months by delivering written notice to Seller and Escrow Agent within five (5) Business Days’ after Seller’s receipt of such notice if Seller is unable to meet the conditions to close under this Agreement or the Other Phases agreements, and is diligently working to be able to close such phase(s); provided, that if the Closing Date is extended beyond December 31, 2012, Purchaser is given notice not less than sixty (60) days’ advanced notice of the extended Closing Date (further provided that Purchaser and Seller shall use good faith efforts to close prior to the end of any such sixty (60) day period). The failure of any condition set forth in Section 7.1 hereof that is not reasonably susceptible of being cured within the time allotted shall not constitute a default, breach of a covenant, or other failure to perform by Seller hereunder if caused by a third party (other than Seller’s lender) unless such failed condition was caused by Seller’s negligence, or willful and intentional actions or omissions in violation of its covenants set forth in this Agreement, in which case such shall be a Seller default entitling Purchaser to exercise its rights under Article 10. In the event Seller exercises its right to extend the Closing Date in order to meet a condition precedent to Purchaser’s obligation to close under this preceding paragraph and Closing does not occur on or before December 31, 2012, Escrow Agent shall promptly refund the Extension Payment (together with any interest accrued thereon) to Purchaser. If Seller has exercised its right to extend the Closing Date and Closing does not occur on or before June 21, 2013, Escrow Agent shall promptly refund the Deposit (together with any interest accrued thereon) to Purchaser. If any condition precedent to Seller’s obligation to close the transaction...
Failure of a Condition. Except in those instances where Escrow automatically terminates under the terms of this Agreement, if any condition is not satisfied or waived within the time period and in the manner set forth in this Agreement, then the party for whose benefit the condition exists (as provided in Paragraphs 4 and 5 of this Agreement) may terminate this Agreement by delivering written notice to the other party and to Escrow Holder after the end of the applicable time period but prior to the Close of Escrow.
Failure of a Condition. In the event any of the conditions set forth in this Section are not fulfilled or waived, this Agreement shall terminate and all rights and obligations hereunder of each party shall be at an end and the Deposit shall be returned to Purchaser, as Purchaser’s sole remedy and neither party shall have any obligations to the other.
Failure of a Condition. If any condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement has not been satisfied on or before the Closing Date, then Buyer shall give written notice to Seller of the condition or conditions that are not satisfied and Seller shall have a period of up to fifteen (15) days to satisfy such condition. The Closing shall take place five (5) Business Days after Seller’s notice to Buyer that such condition has been satisfied. If the conditions specified in such notice are not satisfied within fifteen (15) days after receipt of such notice (with the Closing Date automatically being extended to accommodate such fifteen (15) day period), then Buyer may terminate this Agreement by written notice to Seller and Escrow Agent, whereupon neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination) and the Deposit shall be returned to Buyer. Notwithstanding anything contained herein to the contrary, either party shall have the right to waive the unsatisfied condition or conditions by written notice to the other party and Escrow Agent in which event the Closing Date shall be the date that is five (5) Business Days after the delivery of the waiver notice. It is understood and agreed that the failure of any condition that is not reasonably susceptible of being cured within the time allotted shall not constitute a default, breach of a covenant, or other failure to perform by Seller or Buyer, as applicable, unless such failed condition was caused by such party’s willful and intentional actions in violation of its covenants set forth herein.
Failure of a Condition. 8.3.1 In the event that any condition precedent to Closing has not been satisfied on or before the Closing Date, then the party who would have benefited from having such condition to Closing satisfied (the “Unsatisfied Party”) shall give notice to the other of the condition or conditions that the Unsatisfied Party asserts are not satisfied. In such notice the Unsatisfied Party shall also elect either (i) to extend the Closing Date for a reasonable period of time (not to exceed 10 days) to allow the other party to satisfy the condition, (ii) to terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination), and the Unsatisfied Party shall be entitled to the Deposit, less the non-refundable Exxxxxx Money, except if such failure of a condition is due to a default by one of the parties, in which event the non-defaulting party shall have those rights and remedies set forth in Article 11 herein, or (iii) to waive such failed condition in writing delivered to Escrow Agent and the party who failed to meet such condition, and proceed to Closing as contemplated hereunder.
8.3.2 If the transaction contemplated by this Agreement closes, the parties shall be deemed to have waived any and all unmet or unsatisfied conditions, other than any unmet or unsatisfied conditions arising out of a breach by either party of any of its representations and warranties hereunder of which the other party has no knowledge as of Closing.
Failure of a Condition. In the event any of the conditions set forth in Section 5.8 are not fulfilled or waived by the Closing, then the party benefitting from such condition may terminate this Agreement by delivering written notice of such termination to the other party and the Title Company, whereupon (i) the Eaxxxxx Xoney shall be returned to the Purchaser if the Purchaser is the terminating party or (ii) the Eaxxxxx Xoney shall be delivered to Seller if the Seller is the terminating party; whereupon neither party shall have any obligations to the other except for any obligations that expressly survive the expiration or earlier termination of this Agreement; provided, however, that Seller and Purchaser, as the case may be, shall retain all rights and remedies under this Agreement against the other party for breach of this Agreement pursuant to Article VI with respect to any failure of the condition set forth in Sections 5.8(a)(i) or (ii) (with respect to Seller’s breach) or Section 5.8(b)(i) or (ii) (with respect to Purchaser’s breach), as the case may be.
Failure of a Condition. Subject to the provisions of Section 5 and Section 9, and subject to the rights and remedies of any party hereto in the case of a default hereunder by the other party hereto, in the event of any termination of this Agreement by reason of failure of a condition set forth in Section 7.1 or in Section 7.2, Buyer (unless resulting from a default by Seller) shall pay for all Escrow and Title Company termination fees, Buyer shall deliver to Seller all Due Diligence Materials and Buyer Prepared Due Diligence and Entitlement Materials and all documents delivered to Buyer pursuant to the provisions hereof, Buyer shall comply with the requirements applicable in the event of termination of this Agreement, and all of the remaining rights and obligations of Buyer and Seller shall terminate (except with respect to those obligations which survive such termination).
Failure of a Condition. If the transactions contemplated by this Agreement close, the Parties shall be deemed to have waived any and all unmet or unsatisfied conditions with respect to such transactions (without waiving any rights to indemnification under Article VIII). No Party may rely on the failure of any condition set forth in this Article IX to be satisfied if such Party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the principal cause of such failure.
Failure of a Condition. (a) To the extent that (i) any condition set forth in Section 6.1(a) above is not satisfied and is not waived by Purchaser, or (ii) any condition set forth in Section 6.2 above is not satisfied and is not waived by Seller, on or as of the Closing Date, except as set forth in Article 10 to the extent such condition was not satisfied as a result of a default (in which event Article 10 shall govern), the sole right of Purchaser or Seller, as the case may be, shall be either to (a) terminate this Agreement by delivering written notice of such termination to the other party on or prior to the Closing, in which event the Deposit (including the Extension Fee) shall be returned to Purchaser, and except for Purchaser’s Surviving Obligations or any other provisions of this Agreement that expressly survive termination, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder, or (b) waive the satisfaction of such condition or conditions and proceed to Closing in accordance with and subject to the terms of this Agreement.
Failure of a Condition. The parties shall use good faith efforts to bring about the satisfaction of the conditions hereunder prior to and at Closing. Notwithstanding anything to the contrary set forth herein, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to Closing: (a) by mutual written consent of Buyer and Seller; or (b) by Buyer or Seller, upon written notice to the other, if such other party (or its affiliate) has breached any material representation, warranty or covenant contained in this Agreement in any material respect, if the non-breaching party has notified the breaching party of the breach in writing and the breach has continued without cure for a period of thirty (30) days after notice of breach (during which time the breaching party shall use its reasonable efforts to remedy such breach). If this Agreement is terminated pursuant to this Section, neither party shall have any rights or obligations to the other hereunder or otherwise.
