Failure of a Condition Precedent Sample Clauses
The "Failure of a Condition Precedent" clause defines what happens if a specific event or requirement, which must occur before a party is obligated to perform under a contract, does not take place. In practice, this clause typically states that if the condition is not satisfied or waived by a certain deadline, the affected party is released from their contractual obligations, such as proceeding with a purchase or delivering goods. Its core function is to protect parties from being bound to a contract when essential prerequisites are not met, thereby allocating risk and ensuring that obligations only arise when agreed-upon conditions are fulfilled.
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Failure of a Condition Precedent. Without limiting the ability of each benefitted party to waive the applicable condition as set forth in Sections 7.2 and 7.3, in the event any of the conditions set forth in Sections 7.2 or 7.3 are not fulfilled or waived, the party benefitted by such conditions may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end except those that expressly survive any termination. In the event this Agreement is terminated as a result of the failure of any condition set forth in Section 7.1, Purchaser shall be entitled to a refund of the ▇▇▇▇▇▇▇ Money, otherwise, unless this Agreement is terminated pursuant to Section 12.2, the ▇▇▇▇▇▇▇ Money shall be disbursed to Seller as is required pursuant to Section 3.3. In any event, Purchaser’s consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions, and any liability on the part of Seller for breaches of representations and warranties of which Purchaser had knowledge as of the Closing.
Failure of a Condition Precedent. In the event that on or prior to the Closing Date any of the foregoing conditions precedent cannot be satisfied on the Closing Date and Contributor or Acquiror, as the case may be, is not willing to give a written waiver of such condition precedent, then any Contributor or Acquiror shall have the right to terminate this Agreement upon written notice of such failure, and this Agreement shall be deemed terminated without any further act of deed of any party.
Failure of a Condition Precedent. If the condition to PBC's obligations under this Agreement in Section 8.2 is not satisfied as of a proposed Closing Date and PBC does not waive such condition or conditions and PBC determines in good faith that such non-satisfaction is reasonably likely to have a Material Adverse Effect on the value or operation of the Brewery following the Closing, then PBC shall give written notice to Owner and Owner shall have 30 days to remedy such unsatisfied condition to PBC's reasonable satisfaction (unless a longer period is reasonably needed for such satisfaction in which event Owner shall have such longer period (but not in excess of 90 days) so long as Owner is diligently pursuing completion), provided that if such failure of a condition to be satisfied arises out of a Title or Environmental condition, the provisions of Sections 7.1 and 9.1.2 or Section 7.2, respectively, shall apply. In the event of owner's failure to so remedy such condition, PBC, as its exclusive remedy and in lieu of any other relief, may upon written notice to Owner, terminate this Agreement (including any exercise of the Option) without payment of the Option Termination Fee and, in the event such breach is intentional or arises out of facts or circumstances within Owner's reasonable control, receive the PBC Expense Reimbursement. Except for any specific remedies reserved elsewhere in this Agreement, PBC expressly waives the right to pursue any other remedy in law or equity against Owner in connection with a failure of a condition set forth in this Agreement.
Failure of a Condition Precedent. (a) In the event that all of the conditions to Closing as set forth in Section 9.1 have not been either satisfied, or waived by Purchaser, prior to the Closing Date, Purchaser may, at any time thereafter while any such condition remains unsatisfied, terminate this Agreement upon five (5) Business Days notice to Seller, whereupon Purchaser will receive from the Escrow Agent the ▇▇▇▇▇▇▇ Money Deposit, together with all interest accrued thereon, and thereafter Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations.
(b) In the event that all of the conditions to Closing as set forth in Section 9.2 have not been either satisfied, or waived by Seller, prior to the Closing Date, Seller may, at any time thereafter while any such condition remains unsatisfied, terminate this Agreement upon five (5) Business Days notice to Purchaser, whereupon Purchaser will receive from the Escrow Agent the ▇▇▇▇▇▇▇ Money Deposit, together with all interest accrued thereon, and thereafter Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations.
(c) The rights of Section 9.3(a) and (b) are not in limitation of either party's rights set forth in Section 13 in the event of a default by Seller or Purchaser, respectively.
Failure of a Condition Precedent. Subject to the provisions of Section 7.3 and Section 9.1(b), if any condition set forth herein for the benefit of Purchaser is not satisfied on or prior to Closing, and if Seller fails to satisfy that condition upon the earlier to occur of ten (10) Business Days after written notice thereof from Purchaser or the Final Extended Closing Date, Purchaser, at its option, may elect (i) to terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser and all other rights and obligations of Seller and Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately or (ii) elect to proceed to Closing. If Purchaser elects to proceed to Closing, Purchaser shall be deemed to have waived any right to bring any claim or action against Seller with respect to such matter or condition.
Failure of a Condition Precedent. In the event that one or more conditions precedent to an Installment do not occur within the period required under this Article IV, Lender shall have no obligation to provide to Borrower any portion of the Loan under such Installment or any subsequent Installment and the Merger Option shall terminate.”
8. Section 6.09 of the Original Agreement shall be deleted and replaced in its entirety with the following:
Failure of a Condition Precedent. Tenant specifically acknowledges and agrees that Landlord may terminate this Lease, the Development Agreement and the Pre-Occupancy Period for a failure of one or more of the Conditions Precedent or Conditions Subsequent, subject to the limitations set forth above, and in the event Landlord so terminates the Lease, Development Agreement and Pre-Occupancy Period, Tenant shall thereafter have no right to occupy the Leased Premises pursuant to this Lease, and shall only have such rights, if any, to occupy a portion of the Property Pursuant to the Use Agreement. Tenant specifically affixes its initials in the space provided below to evidence Tenants understanding as provided in this Section 3.2 and the Lease. OCEAN Initials
Failure of a Condition Precedent. If any condition precedent described in this Section 9 is not satisfied as of the Outside Closing Date, then the party for whose benefit that conditions exists may, at its option, (i) waive such condition and close this transaction, or (ii) terminate this Agreement by written notice thereof to Seller and to Escrow Holder and the Deposit shall be returned to Buyer, in which event the parties shall have no further right or obligation hereunder except for Buyer’s obligations which are expressly intended to survive. Buyer and Seller hereby acknowledge and agree that, upon the Closing, any claim that any condition precedent is not true and correct shall be automatically waived.
Failure of a Condition Precedent. In the event the sale of the Property does not close by the date fixed therefor owing to failure of satisfaction of a condition precedent to Buyer's obligations, the Deposit shall be returned and refunded to Buyer promptly after the termination of this Agreement, whereupon neither party shall have any further liability hereunder except as expressly specified herein to the contrary.