Failure of Buyer Condition Sample Clauses

Failure of Buyer Condition. Buyer upon written notice to Seller if any of the conditions to the Closing set forth in Section 8.2 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by Buyer;
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Failure of Buyer Condition. Buyer, upon written notice to Seller, if any of the conditions to the Closing set forth in Section 8.2 shall have become incapable of fulfillment and shall not have been waived in writing by Buyer; provided, however, that, with respect to a condition relating to the failure of a representation or warranty of Seller to be true and correct or the failure to perform all of the covenants and agreements in this Agreement, such condition shall be deemed incapable of being fulfilled in the event that Seller has had an opportunity to cure for a period of twenty (20) days after written notice of breach; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured;
Sample 1
Failure of Buyer Condition. Buyer upon written notice to Seller if there has been a breach or inaccuracy of any representation or warranty contained in this Agreement on the part of Seller or the Guarantor or Seller has failed to perform or comply with any of its covenants or agreements contained in this Agreement, which breach, inaccuracy or failure to perform or comply (i) would give rise to the failure of any of the conditions to the Closing set forth in Section 8.2 and (ii) is incapable of being cured by Seller or the Guarantor, as applicable, by the Outside Date or, if curable, is not cured by Seller or the Guarantor, as applicable, on or before the earlier of (A) the Outside Date or (B) so long as Seller or the Guarantor continues to diligently seek to cure such breach, inaccuracy or failure to perform or comply, the date that is ninety (90) days following the receipt by Seller or the Guarantor of written notice from Buyer of such breach, inaccuracy or failure to perform or comply; provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section 9.1b) if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement;
Sample 1
Failure of Buyer Condition. Buyer upon written notice to Seller if Seller or Seller Parent is in breach of any covenant made by Seller or Seller Parent (as applicable) and contained in this Agreement such that the condition to the Closing set forth in Section 7.2 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by Buyer (a “Terminating Seller Breach”) and such Terminating Seller Breach is not cured within thirty (30) days after written notice thereof or is incapable of being cured by Seller or Seller Parent by the Termination Date; provided that if such Terminating Seller Breach is curable and can reasonably be expected to be cured by Seller or Seller Parent by the Termination Date through the Table of Contents exercise of commercially reasonable efforts, Buyer may not terminate this Agreement under this clause (b) until the Termination Date for so long as Seller or Seller Parent (as applicable) continues to exercise such commercially reasonable efforts;
Sample 1
Failure of Buyer Condition. In the event of the failure of any condition set forth in Section 6.1, Buyer, at its sole election, may (i) terminate this Agreement, in which event the Exxxxxx Money shall be released to Buyer, (ii) waive the condition and proceed to the Initial Closing or Final Closing, as applicable, or (iii) extend the Initial Closing Date or Final Closing Date, as applicable, for such additional period of time (except as otherwise expressly provided herein, not to exceed ten (10) days in the aggregate) as may be reasonably required to allow such condition to be satisfied. Nothing set forth in this Section 6.3(a) shall affect Buyer’s rights or remedies under Section 11.2(b) with respect to any breach of this Agreement by Seller.
Sample 1
Failure of Buyer Condition. If at any time the Buyer determines in its sole judgment that any condition to its obligation to close will not be timely met, it may terminate this agreement.
Sample 1
Failure of Buyer Condition. Buyer, if Seller has breached any representation, warranty or covenant contained herein and (1) such breach has not been cured within ten days after Buyer’s notice to Seller of such breach (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and (2) if not cured at or before the Closing, such breach would result in the failure of any of the conditions set forth in Section 7.1 or Section 7.2 to be satisfied (provided, however, that the right to terminate this Agreement under this Section 10.1(d) will not be available to Buyer if Buyer is at that time in material breach of this Agreement);
Sample 1
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Related to Failure of Buyer Condition

  • CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Failure of Condition If all of the conditions to Closing set forth above in Section 5.1.1 have not been satisfied by the Closing Date, provided the same is not the result of Developer’s failure to perform any obligation of Developer hereunder, Developer shall have the option to: (i) waive such condition and proceed to Closing hereunder; (ii) terminate this Agreement by written notice to District, whereby District will release the Initial Deposit to Developer and the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing for up to three (3) months to permit District to satisfy the conditions to Closing set forth in Section 5.1.1. In the event Developer proceeds under clause (iii), Closing shall occur within thirty (30) days after the conditions precedent set forth in Section 5.1.1 have been satisfied, but if such conditions precedent have not been satisfied by the end of the three (3) month period, provided the same is not the result of Developer’s failure to perform any obligation of the Developer hereunder, the Developer may again proceed under clause (i) or (ii) above. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be of no further force and effect, except those provisions that expressly survive termination.

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • Conditions to Buyer’s Obligation to Close ‌ The obligations of Buyer to effect the transactions contemplated in this Agreement are subject to the satisfaction or waiver by Buyer on or prior to the Closing Date of each of the following conditions:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • 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.

  • BUYER’S CONDITIONS PRECEDENT TO CLOSING The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

  • Conditions to the Purchasers’ Obligations at Closing The obligations of each Purchaser to purchase Shares at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

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