Common use of Failure of Buyer’s Closing Conditions Clause in Contracts

Failure of Buyer’s Closing Conditions. If any of the Buyer's Closing Conditions are not satisfied or expressly waived in writing by Buyer (or deemed waived by Buyer as provided herein) on or before the Closing Date, then Buyer may elect, in Buyer's sole and absolute discretion, to terminate this Agreement by delivering written notice to Seller and Escrow Holder. If Buyer elects to terminate this Agreement due to the failure of a Buyer's Closing Condition OTHER THAN, with respect to Subsections 4.3.1(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Buyer, then (a) the Deposit (to the extent made (but not the Independent Consideration)) shall be returned to Buyer, (b) Seller shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, including the Seller Deliveries, and (d) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to waive any of the Buyer’s remedies under Section 5.2 of this Agreement if any Buyer's Closing Condition is not satisfied due to a breach by Seller under this Agreement. This Section 4.4 shall survive any such termination of this Agreement. In the event Buyer terminates the Parallel Agreement in accordance with Section 4.4 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.4 in the same manner as the parties are applying clauses (a) through (d) of Section 4.4 of the Parallel Agreement.

Failure of Buyer’s Closing Conditions. If any of the Buyer's ’s Closing Conditions are not satisfied or expressly waived in writing by Buyer (or deemed waived by Buyer as provided herein) on or before the Closing Date, then Buyer may elect, in Buyer's ’s sole and absolute discretion, to terminate this Agreement by delivering written notice to Seller and Escrow Holder. If Buyer elects to terminate this Agreement due to the failure of a Buyer's ’s Closing Condition OTHER THAN, with respect to Subsections 4.3.1(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Buyer, then (a) the Deposit (to the extent made (but not the Independent Consideration)) shall be returned to Buyer, (b) Seller shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, including the Seller Deliveries, and (d) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to waive any of the Buyer’s remedies under Section 5.2 of this Agreement if any Buyer's ’s Closing Condition is not satisfied due to a breach by Seller under this Agreement. This Section 4.4 shall survive any such termination of this Agreement. In the event Buyer terminates the Parallel Agreement in accordance with Section 4.4 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.4 in the same manner as the parties are applying clauses (a) through (d) of Section 4.4 of the Parallel Agreement.

Failure of Buyer’s Closing Conditions. If any of the Buyer's ’s Closing Conditions are not satisfied or expressly waived in writing by Buyer (or deemed waived by Buyer as provided herein) on or before the Closing Date, then Buyer may elect, in Buyer's ’s sole and absolute discretion, to terminate this Agreement by delivering written notice to Seller and Escrow Holder. If Buyer elects to terminate this Agreement either (1) due to the failure of a Buyer's ’s Closing Condition OTHER THAN, with respect to Subsections 4.3.1(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Buyer, or (2) with respect to a New Title Matter which has not been approved, deemed approved or waived by Buyer, then (a) the Deposit (to the extent made (but not the Independent Consideration)) shall be returned to Buyer, (b) Seller shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, including the Seller Deliveries, and (d) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to waive any of the Buyer’s remedies under Section 5.2 of this Agreement if any Buyer's ’s Closing Condition is not satisfied due to a breach by Seller under this Agreement. This Section 4.4 shall survive any such termination of this Agreement. In the event Buyer terminates the Parallel Agreement in accordance with Section 4.4 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.4 in the same manner as the parties are applying clauses (a) through (d) of Section 4.4 of the Parallel Agreement.

Failure of Buyer’s Closing Conditions. If any of the Buyer's Closing Conditions are not satisfied or expressly waived in writing by Buyer (or deemed waived by Buyer as provided herein) on or before the Closing Date, then Buyer may elect, in Buyer's sole and absolute discretion, to terminate this Agreement by delivering written notice to Seller and Escrow Holder. If Buyer elects to terminate this Agreement due to the failure of a Buyer's Closing Condition OTHER THAN, with respect to Subsections 4.3.1(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Buyer, then (a) the Deposit (to the extent made (but not the Independent Consideration)) shall be returned to Buyer, (b) Seller shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, including the Seller Deliveries, and (d) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to waive any of the Buyer’s remedies under Section 5.2 of this Agreement if any Buyer's Closing Condition is not satisfied due to a breach by Seller under this Agreement. This Section 4.4 shall -12- survive any such termination of this Agreement. In the event Buyer terminates the Parallel Agreement in accordance with Section 4.4 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.4 in the same manner as the parties are applying clauses (a) through (d) of Section 4.4 of the Parallel Agreement.

Failure of Buyer’s Closing Conditions. If any of Buyer's Closing ----------------------------------------- Conditions have not been fulfilled within the applicable time periods, Buyer may: 6.2.1 Waive the Buyer's Closing Conditions and close Escrow in accordance with this Agreement, without adjustment or abatement of the Purchase Price; or 6.2.2 Elect to extend the Closing Date (as defined below) to the second (2nd) business day following Seller's eventual satisfaction or Buyer's eventual waiver of the Buyer's Closing Conditions are not satisfied or expressly waived in writing by Buyer (or deemed waived by Buyer as provided herein) on or before the Closing Date, then Buyer may elect, in Buyer's sole and absolute discretion, to terminate Conditions; or 6.2.3 Terminate this Agreement by delivering written notice to Seller and Escrow Holder. If Buyer elects to terminate this Agreement due to the failure of a Buyer's Closing Condition OTHER THANAgent, with respect to Subsections 4.3.1(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Buyer, then (a) in which event the Deposit (to the extent made (but not the Independent Consideration)) shall be returned to Buyer, (b) Seller shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materialsdocuments, data instruments and other information relating funds delivered into Escrow shall be returned to the Property given to Buyer by or on behalf of Seller, including party that delivered the Seller Deliveriessame into Escrow, and (d) thereafter neither party shall have to the extent that the failure of any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to waive any of the Buyer’s remedies under Section 5.2 of this Agreement if any applicable Buyer's Closing Condition is not satisfied due caused by a Seller default, Buyer shall be entitled to a breach pursue its rights and remedies pursuant to the terms of Section 12 hereof. 6.2.4 Notwithstanding any other provision contained herein, if Seller, despite its good faith and diligent efforts, is unable on or before the specified date to obtain the Consents it is required to provide in Sections 6.1.6, 6.1.8 and 6.1.9 above, then the Closing Date shall be extended by Seller under this Agreement. This Section 4.4 shall survive any seven (7) calendar days to allow Buyer the opportunity and right to seek to obtain such termination of this AgreementConsents itself. In the event Buyer terminates is unable to obtain such Consents with such seven (7) calendar day period, Buyer must, within such period elect to proceed as set forth in Section 6.2.1 or 6.2.3 above, as the Parallel Agreement provisions set forth in accordance Section 6.2.2 shall not be applicable with Section 4.4 respect to such Consents provided Seller used its good faith and diligent efforts to obtain such Consents. However, if neither Seller nor Buyer is able to obtain all of the Parallel AgreementConsents required under Section 6.1.9, this Agreement then the Purchase Price shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.4 in the same manner as the parties are applying clauses (a) through (d) of Section 4.4 of the Parallel Agreementbe reduced by $100,000.