Failure of Additional Due Diligence Conditions Sample Clauses

Failure of Additional Due Diligence Conditions. If any of the Additional Due Diligence Conditions set forth in Section 3.10 above are not satisfied, then Purchaser may, at Purchaser’s sole option, elect to terminate this Agreement by delivering written notice to Seller and Escrow Holder at any time prior to the Due Diligence Deadline. The Additional Due Diligence Conditions set forth in Section 3.10 above shall be deemed satisfied upon the date that they are satisfied (including the expiration of all applicable appeals periods, the running of all statutes of limitations for possible challenges, and there being no pending actions, complaints or challenges such Additional Due Diligence Conditions), and Purchaser shall have no further right to terminate the Agreement for the failure of a particular condition after same have been satisfied. However, if Purchaser terminates the Agreement after the Due Diligence Deadline and delivery of the Additional Deposit to Escrow Holder, then Seller shall be entitled to the Initial Deposit and the Additional Deposit as liquidated damages (including all of the BRM Deposit and Nonrefundable Consideration). If the Additional Due Diligence Conditions have been satisfied, then Purchaser shall be required to deliver the Approval Notice as to such satisfied Additional Due Diligence Conditions on or prior to the Due Diligence Deadline, and the failure to do so shall constitute Purchaser’s election to terminate this Agreement. If Purchaser elects to proceed with the purchase of the Property in accordance with this Agreement, Purchaser shall deliver the Approval Notice to Seller, and the upon the delivery of the Approval Notice, all of the Additional Due Diligence Conditions shall be deemed satisfied or waived. Purchaser shall not be entitled to include a conditional approval or a conditional waiver of any of the Additional Due Diligence Conditions (or any aspect thereof) in the Approval Notice. Purchaser shall be entitled to waive any of the Additional Due Diligence Conditions at any time prior to the Due Diligence Deadline. Any such waiver by Purchaser of the Additional Due Diligence Conditions shall be made in writing by Purchaser, including by Purchaser’s delivery of the Approval Notice to Seller and Escrow Holder.
Sample 1
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Related to Failure of Additional Due Diligence Conditions

  • Failure of Conditions If the Conditions Precedent shall not have been satisfied or waived by February 27, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “Termination Notice”) delivered to the other party by February 27, 2015 (the “Failure of Conditions Termination Date”). Upon termination of this Lease under the terms of this Section 2, neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below for the River Valley Facility to be included on Exhibit “E”, the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Failure of Condition (a) In the event of a failure of any condition contained in Section 7.1 or 7.2 above which is not the result of a default by either party, the party for whose benefit the condition existed may either waive the condition and proceed to Closing or may terminate this Agreement in which event the Deposit and all documents and funds deposited by Purchaser shall be immediately returned to Purchaser, all documents deposited by Seller shall be immediately returned to Seller, and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12);

  • Failure of Conditions; Termination In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

  • Additional Conditions Precedent No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:

  • Failure to Satisfy Conditions If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

  • Purchaser’s Conditions Precedent Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:

  • Additional Disruption Events (a) Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

  • Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon (the “Effective Date”) the satisfaction of each of the following conditions (all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel):

  • Buyer’s Conditions Precedent The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:

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