Common use of Failure of a Condition Clause in Contracts

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. If 8.3.1 In the event that any condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement Closing has not been satisfied on or before the Closing Date, then Buyer the party whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give written notice to Seller the other of the condition or conditions that which the Unsatisfied Party asserts 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 ten (1510) days Business Days after receipt of such notice (with the Closing Date automatically being extended to accommodate such fifteen (15) day period)notice, then Buyer either party may terminate this Agreement by written notice to Seller and Escrow AgentAgreement, whereupon neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination) ), 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 the Deposit shall be returned to Buyerremedies set forth in Article 11. Notwithstanding anything contained herein to the contrary, either party if any of the conditions precedent to Purchaser’s obligation to close, as set forth in Section 8.1 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 waive extend such period in which to satisfy the unsatisfied condition or conditions for a period of up to thirty (30) additional days, by written giving notice thereof to the other party and Escrow Agent in which event the Closing Date shall be the date that is five (5) Purchaser within such 10 Business Days after the delivery of the waiver noticeDay 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, 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. 8.3.2 If either of the Required Estoppels is not obtained and delivered pursuant to the condition set forth in Section 8.1.2 hereof and such condition remains unsatisfied after the passage of the cure periods set forth in Section 8.3.1 above, then Seller shall have the right, but not the obligation, to deliver to Purchaser a Seller’s estoppel in substantially the same form as the Lease Certificate that was to have been delivered by the OCC or BuyerNASA, as applicable, unless in place of any such failed condition was caused Lease Certificate that Seller is unable to obtain from the OCC or NASA in satisfaction of such condition, the representations and warranties of which shall survive the Closing for a period of twenty-five (25) months. If Seller delivers a Seller estoppel pursuant to this Section 8.3.2, then Seller shall have the right at any time to substitute a Lease Certificate subsequently obtained from the tenant for the corresponding Seller’s estoppel previously delivered by Seller; provided that, if any such partysubstitute Lease Certificate contradicts the corresponding Seller’s willful certificate in any material respect or omits any material certification contained in the corresponding Seller’s certificate, then the Seller’s certificate shall continue in effect solely with respect to such material contradiction or omission. The obligations of Seller with respect to any such Seller estoppel shall be guaranteed by Boston Properties Limited Partnership (“BPLP”). 8.3.3 If the transaction contemplated by this Agreement closes, the parties shall be deemed to have waived any and intentional actions in violation all unmet or unsatisfied conditions, other than any unmet or unsatisfied conditions arising out of a breach by either party of any of its covenants set forth hereinrepresentations and warranties hereunder of which the other party has no knowledge as of Closing.

Failure of a Condition. If 8.3.1 In the event that any condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement Closing has not been satisfied on or before the Closing Date, then Buyer the party whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give written notice to Seller the other party of the condition or conditions that which the Unsatisfied Party asserts are not satisfied satisfied, and Seller the Closing shall have a period of be extended for up to fifteen ten (15) days to satisfy such condition. The Closing shall take place five (510) Business Days after Seller’s notice to Buyer that permit the satisfaction of any such condition has been satisfiedunsatisfied conditions. If the conditions specified in such notice are not satisfied within fifteen ten (1510) days Business Days after receipt of such notice (with the Closing Date automatically being extended to accommodate such fifteen (15) day period)notice, then Buyer either party may terminate this Agreement by written notice to Seller and Escrow AgentAgreement, whereupon the Deposit shall be promptly refunded to Purchaser and thereafter neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination) ), 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 the Deposit shall be returned to Buyerremedies set forth in Article 11. Notwithstanding anything contained herein to the contrary, either party if any of the conditions precedent to Purchaser’s obligation to close, as set forth in Section 8.1 hereof, 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 waive extend such period in which to satisfy the unsatisfied condition or conditions for a period of up to thirty (30) additional days, by written giving notice thereof to the other party and Escrow Agent in which event the Closing Date shall be the date that is five Purchaser within such ten (510) Business Days after the delivery of the waiver noticeDay 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, covenant or other failure to perform by Seller or Buyer, as applicable, hereunder unless such failed condition failure was caused by such party’s willful an act or omission of Seller. 8.3.2 If one or more of the Required Estoppels are not obtained and intentional actions in violation of its covenants delivered pursuant to the condition set forth in Section 8.1.2 hereof (or as otherwise specifically provided in Section 8.1.2) and such condition remains unsatisfied after the passage of the cure periods set forth in Section 8.3.1 above, then Seller shall have the right, but not the obligation, to deliver to Purchaser a certificate in the form of Exhibit E-2 attached hereto (a “Seller’s Estoppel Statement”) executed by Seller in place of such Required Estoppel(s) that Seller is unable to obtain in satisfaction of such condition, the representations and warranties of which shall survive the Closing for a period of six (6) months; provided that, if Seller elects to deliver any such Seller estoppel with respect to a Named Required Tenant, Purchaser shall have the right, in Purchaser’s discretion, to (a) accept such Seller estoppel in satisfaction of such closing condition and proceed to Closing, or (b) reject such Seller estoppel, in which event the condition set forth in Section 8.3.1 will be deemed not to have been satisfied with respect to such Named Required Tenant and Purchaser shall have the right to terminate this Agreement, whereupon the Deposit shall be promptly refunded to Purchaser and thereafter neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination). If Seller provides a Seller estoppel pursuant to this Section 8.3.2, then Seller shall have the right at any time to substitute a Lease Certificate which is subsequently obtained from the tenant or tenants, and which satisfies the requirements of Section 8.1.2 above, in replacement of the corresponding Seller’s estoppel previously delivered by Seller. As used herein, “Named Required Tenant” shall mean each of Wachovia Bank, N.A. (Wachovia Securities), Hunton & Wxxxxxxx LLP and LxXxxxx Xxxx.

Failure of a Condition. If 8.3.1 In the event that any condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement Closing has not been satisfied on or before the Closing Date, then Buyer the party whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give written notice to Seller the other party of the condition or conditions that which the Unsatisfied Party asserts 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 ten (1510) days Business Days after receipt of such notice (with the Closing Date automatically being extended to accommodate such fifteen (15) day period)notice, then Buyer the party whose condition precedent was not satisfied may terminate this Agreement by written notice to Seller and Escrow AgentAgreement, 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 BuyerPurchaser; provided, however, that if such failure of a condition is due to a default by one of the parties, the disposition of the Deposit shall be governed solely by Article 11 of this Agreement and not by this Section 8.3.1. Notwithstanding anything contained herein to the contrary, either party if any of the conditions precedent to Purchaser’s obligation to close, as set forth in Section 8.1 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 conditions, by written notice to Seller within five (5) Business Days after expiration of the other party and Escrow Agent applicable satisfaction period, without satisfaction having occurred, in which event the Closing Date shall be the date that which is five (5) Business Days after the delivery Seller’s receipt of the Purchaser’s waiver notice. It is understood . 8.3.2 If the transaction contemplated by this Agreement closes, the parties shall be deemed to have waived any and agreed that the failure all unmet or unsatisfied conditions, other than any unmet or unsatisfied conditions arising out of a breach by either party 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 hereinrepresentations and warranties hereunder of which the other party has no knowledge as of Closing.