Failure of a Developer Closing Condition Sample Clauses

Failure of a Developer Closing Condition. If any of the Developer Closing Conditions has not been satisfied on or before the Closing Date, then Developer may, in its sole discretion, elect to either (i) extend the Closing Date for up to 30 days in order to permit the Commission additional time in order to attempt to satisfy the Developer Closing Conditions, or (ii) terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement). Developer shall have the right to unilaterally waive any Developer Closing Condition by written notice to the Commission or by proceeding to the Closing.
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Failure of a Developer Closing Condition. If any of the Developer Closing Conditions has not been satisfied on or before the Closing Date, then Developer may, in its sole discretion, elect to either (i) extend the Closing Date for such reasonable period as is required to satisfy such conditions (not to exceed ninety (90) days) in order to permit the Commission additional time in order to attempt to satisfy the Developer Closing Conditions, or (ii) terminate this Agreement by written notice to the Commission, in which event the parties shall have no further right or obligation under this Agreement (except for rights or obligations which expressly survive the termination of this Agreement). Developer shall have the right to unilaterally waive any Developer Closing Condition by written notice to the Commission or by proceeding to the Closing.
Sample 1

Related to Failure of a Developer Closing Condition

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

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