Common use of Failure of a Condition Clause in Contracts

Failure of a Condition. (i) In the event that any condition precedent to Closing has not been satisfied on or before (if applicable) 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 party of the condition or conditions that the Unsatisfied Party asserts are not satisfied (each, individually, a “Failed Condition”). In that event, the Closing Date shall be extended for ten (10) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Period, the Unsatisfied Party may elect to waive such Failed Condition by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Period, then the Unsatisfied Party shall be deemed to have elected to terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder other than any Surviving Obligations and, if the Unsatisfied Party is the Buyer, the Buyer shall be entitled to the Deposit. Notwithstanding the foregoing, if such Failed Condition is due to a default or breach by one of the parties of a covenant, representation or warranty contained in this Agreement (it being understood that a breach of a covenant, representation or warranty under this Agreement shall constitute both a Failed Condition and a breach or default under this Agreement), then the Unsatisfied Party shall have those rights and remedies set forth in Section 8 above.

Failure of a Condition. (i) 8.3.1 In the event that any condition precedent to Closing has not been satisfied on or before (if applicable) the Closing Date, then the party who would have benefited from having such condition whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give notice to the other party of the condition or conditions that which the Unsatisfied Party asserts are not satisfied. If the conditions specified in such notice are not satisfied (each, individually, a “Failed Condition”). In that event, the Closing Date shall be extended for within ten (10) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Period, the Unsatisfied Party may elect to waive Business Days after receipt of such Failed Condition by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Periodnotice, then the Unsatisfied Party shall be deemed to have elected to either party may terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any Surviving Obligations andobligations of either party that expressly survive termination), if the Unsatisfied Party is the Buyer, the Buyer shall be entitled to the Deposit. Notwithstanding the foregoing, except if such Failed Condition failure of a condition is due to a default or breach by one of the parties of a covenantparties, representation or warranty contained in this Agreement (it being understood that a breach of a covenant, representation or warranty under this Agreement shall constitute both a Failed Condition and a breach or default under this Agreement), then which event the Unsatisfied Party non-defaulting party shall have those rights and remedies set forth in Article 11. Notwithstanding anything contained herein to the contrary, if any of the conditions precedent to Purchaser’s obligation to close, as set forth in Section 8 above8.1 hereof, are not satisfied within the 10 Business Day period specified above and the same are reasonably susceptible of being cured, Seller shall have the right to extend such period in which to satisfy the unsatisfied condition for a period of up to thirty (30) additional days, by giving notice thereof to Purchaser within such 10 Business Day period. It is understood and agreed that the failure of any condition set forth in Section 8.1.1 hereof (Title) 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; it being understood and agreed that in no event shall a monetary lien be deemed a condition that is not reasonably susceptible of being cured.

Failure of a Condition. (i) In the event that If any condition precedent to Closing Buyer’s obligation to close the transactions contemplated by this Agreement has not been satisfied on or before (if applicable) the Closing Date, then the party who would have benefited from having such condition to Closing satisfied (the “Unsatisfied Party”) Buyer shall give written notice to the other party Seller of the condition or conditions that the Unsatisfied Party asserts are not satisfied and Seller shall have a period of up to fifteen (each, individually, a “Failed Condition”)15) days to satisfy such condition. In The Closing shall take place five (5) Business Days after Seller’s notice to Buyer that event, 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 shall be automatically being extended for ten to accommodate such fifteen (1015) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Periodday period), the Unsatisfied Party then Buyer may elect to waive such Failed Condition terminate this Agreement by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Period, then the Unsatisfied Party shall be deemed to have elected to terminate this AgreementSeller and Escrow Agent, whereupon neither party shall have any further rights or obligations hereunder (other than any Surviving Obligations and, if obligations of either party that expressly survive termination) and the Unsatisfied Party is the Buyer, the Buyer Deposit shall be entitled returned to Buyer. Notwithstanding anything contained herein to the Deposit. Notwithstanding contrary, either party shall have the foregoing, if such Failed Condition 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 due to a default or breach by one five (5) Business Days after the delivery of the parties 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 covenantdefault, representation or warranty contained in this Agreement (it being understood that a breach of a covenant, representation or warranty under this Agreement shall constitute both a Failed Condition other failure to perform by Seller or Buyer, as applicable, unless such failed condition was caused by such party’s willful and a breach or default under this Agreement), then the Unsatisfied Party shall have those rights and remedies intentional actions in violation of its covenants set forth in Section 8 aboveherein.

Failure of a Condition. (i) 8.3.1 In the event that any condition precedent to Closing has not been satisfied on or before (if applicable) the Closing Date, then the party who would have benefited from having such condition whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give notice to the other party of the condition or conditions that which the Unsatisfied Party asserts are not satisfied. If the conditions specified in such notice are not satisfied (each, individually, a “Failed Condition”). In that event, the Closing Date shall be extended for within ten (10) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Period, the Unsatisfied Party may elect to waive Business Days after receipt of such Failed Condition by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Periodnotice, then the Unsatisfied Party shall be deemed to have elected to party whose condition precedent was not satisfied may terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any Surviving Obligations and, if obligations of either party that expressly survive termination) and the Unsatisfied Party is the Buyer, the Buyer Deposit shall be entitled returned to the Deposit. Notwithstanding the foregoingPurchaser; provided, however, that if such Failed Condition failure of a condition is due to a default or breach by one of the parties parties, the disposition of a covenant, representation or warranty contained in the Deposit shall be governed solely by Article 11 of this Agreement (it being understood that a breach and not by this Section 8.3.1. Notwithstanding anything contained herein to the contrary, if any of a covenantthe conditions precedent to Purchaser’s obligation to close, representation or warranty under this Agreement shall constitute both a Failed Condition and a breach or default under this Agreement), then the Unsatisfied Party shall have those rights and remedies as set forth in Section 8 above8.1 of this Agreement, are not satisfied within the ten (10) Business Day period specified above and the same are reasonably susceptible of being cured, Seller shall have the right to extend such period in which to satisfy the unsatisfied condition for a period of up to thirty (30) additional days, by giving notice thereof to Purchaser within such ten (10) Business Day period. Further, Purchaser shall have the right to waive the unsatisfied condition or conditions, by notice to Seller within five (5) Business Days after expiration of the applicable satisfaction period, without satisfaction having occurred, in which event the Closing Date shall be the date which is five (5) Business Days after Seller’s receipt of Purchaser’s waiver notice.

Failure of a Condition. (i) 8.3.1 In the event that any condition precedent to Closing has not been satisfied on or before (if applicable) the Closing Date, then the party who would have benefited from having such condition whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give notice to the other party of the condition or conditions that which the Unsatisfied Party asserts are not satisfied. If the conditions specified in such notice are not satisfied (each, individually, a “Failed Condition”). In that event, the Closing Date shall be extended for within ten (10) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Period, the Unsatisfied Party may elect to waive Business Days after receipt of such Failed Condition by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Periodnotice, then the Unsatisfied Party shall be deemed to have elected to party whose condition precedent was not satisfied may terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any Surviving Obligations and, if obligations of either party that expressly survive termination) and the Unsatisfied Party is the Buyer, the Buyer Deposit shall be entitled returned to the Deposit. Notwithstanding the foregoingPurchaser; provided, however, that if such Failed Condition failure of a condition is due to a default or breach by one of the parties parties, the disposition of a covenant, representation or warranty contained in the Deposit shall be governed solely by Article 11 of this Agreement (it being understood that a breach and not by this Section 8.3.1. Notwithstanding anything contained herein to the contrary, if any of a covenantthe conditions precedent to Purchaser’s obligation to close, representation or warranty under this Agreement shall constitute both a Failed Condition and a breach or default under this Agreement), then the Unsatisfied Party shall have those rights and remedies as set forth in Section 8 above8.1 of this Agreement, are not satisfied within the ten (10) Business Day period specified above and the same are reasonably susceptible of being cured, Seller shall have the right to extend such period in which to satisfy the unsatisfied condition for a period of up to thirty (30) additional days, by giving notice thereof to Purchaser within such ten (10) Business Day period. Further, Purchaser shall have the right to waive the unsatisfied condition or conditions, by notice to Seller within five (5) Business Days after expiration of the applicable satisfaction period, without satisfaction having occurred, in which event the Closing Date shall be the date which is five (5) Business Days after Seller’s receipt of Purchaser’s waiver notice. The foregoing notice and cure periods shall not apply to a breach of Sections 9.2 or 9.3.

Failure of a Condition. (i) 8.3.1 In the event that any condition precedent to Closing has not been satisfied on or before (if applicable) the Closing Date, then the party who would have benefited from having such condition whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give notice to the other party of the condition or conditions that which the Unsatisfied Party asserts are not satisfied. If the conditions specified in such notice are not satisfied (each, individually, a “Failed Condition”). In that event, the Closing Date shall be extended for within ten (10) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Period, the Unsatisfied Party may elect to waive Business Days after receipt of such Failed Condition by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Periodnotice, then the Unsatisfied Party shall be deemed to have elected to party whose condition precedent was not satisfied may terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any Surviving Obligations and, if obligations of either party that expressly survive termination) and the Unsatisfied Party is the Buyer, the Buyer Deposit shall be entitled returned to the Deposit. Notwithstanding the foregoingPurchaser; provided, however, that if such Failed Condition failure of a condition is due to a default or breach by one of the parties parties, the disposition of a covenant, representation or warranty contained in the Deposit shall be governed solely by Article 11 of this Agreement (it being understood that a breach and not by this Section 8.3.1. Notwithstanding anything contained herein to the contrary, if any of a covenantthe conditions precedent to Purchaser’s obligation to close, representation or warranty under this Agreement shall constitute both a Failed Condition and a breach or default under this Agreement), then the Unsatisfied Party shall have those rights and remedies as set forth in Section 8 above8.1 of this Agreement, are not satisfied within the ten (10) Business Day period specified above and the same are reasonably susceptible of being cured, Seller shall have the right to extend such period in which to satisfy the unsatisfied condition for a period of up to ten (10) additional days, by giving notice thereof to Purchaser within such ten (10) Business Day period. Further, Purchaser shall have the right to waive the unsatisfied condition or conditions, by notice to Seller within five (5) Business Days after expiration of the applicable satisfaction period, without satisfaction having occurred, in which event the Closing Date shall be the date which is five (5) Business Days after Seller’s receipt of Purchaser’s waiver notice.