Failure of Buyer’s Conditions. Subject and without limitation to Buyer's rights hereunder, including, without limitation, Section 11.2 hereof, if any of the Buyer's Conditions have not been fulfilled within the applicable time periods, Buyer may:
Failure of Buyer’s Conditions. If any one or more of the conditions to Buyer's obligations, as set forth in Article IV.A, Section 5.3 or elsewhere in this Agreement, is not either fully performed, satisfied or waived in writing (or deemed waived as provided herein) on or before the Closing Date or such earlier date as provided elsewhere herein, then Buyer may elect, by written notice as provided in Section 10.10 hereof, to terminate this Agreement, in which case neither party shall have any further obligation to the other, except for those which survive the termination of this Agreement. Nothing in this paragraph shall be construed to limit any of Buyer's rights or remedies at law or equity in the event of a default by Seller.
Failure of Buyer’s Conditions. If any of Buyer’s Closing Conditions is not either fully satisfied or waived in writing before the Close of Escrow, then Buyer may elect, by written notice to Seller and Escrow Holder, to terminate this Agreement, in which event the Deposit shall be returned to Buyer, Seller shall bear all Cancellation Charges (except as may be expressly provided otherwise in this Agreement), and the Parties shall have no further rights or obligations under this Agreement, except for the Surviving Obligations. Nothing in this Paragraph shall be construed to limit any of Buyer’s rights or remedies under Paragraph 20 below in the event of a default by Seller under this Agreement (except that Buyer’s remedy for any such breach may be limited as set forth in Paragraph 18.3 below).
Failure of Buyer’s Conditions. If any of the conditions to Buyer's obligations have not been satisfied (or deemed satisfied) on or before the Closing Date other than solely as a result of Seller's failure to comply with its obligations hereunder for a period in excess of 30 days after receipt of notice from Buyer of such failure (in which case, the provisions of Section 14.02 shall be applicable), and Buyer is otherwise in material compliance with the terms hereof, Buyer may exercise the remedy granted pursuant to Section 14.02(i) hereof.
Failure of Buyer’s Conditions. If any of Buyer’s Conditions have not been fulfilled within the applicable time periods, Buyer may either waive such condition and proceed to the Closing pursuant to this Agreement, or terminate this Agreement, in which event (i) the parties shall equally share the Cancellation Charges, and (ii) neither party shall thereafter have any rights or obligations to the other hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement. Notwithstanding the foregoing, (i) if any Buyer’s Condition is not satisfied due to a default on the part of Seller, then Buyer shall have the rights and remedies set forth in Section 12.1 and (ii) if any Buyer’s Condition that is within the direction and control of Buyer is not satisfied due to the unreasonable delay in acting by Bxxxx, then Seller shall have the rights and remedies set forth in Section 12.2.
Failure of Buyer’s Conditions. If any of Buyer’s Conditions have not been fulfilled within the applicable time periods, Buyer may pursue the remedies set forth in Section 9.1 to the extent applicable.
Failure of Buyer’s Conditions. If any of the Buyer’s Conditions are not satisfied as of the Closing Date, Buyer shall have the right in its discretion to (i) terminate this Agreement upon three (3) days’ prior written notice to Seller in the event Seller has not satisfied all conditions to Buyer’s reasonable satisfaction within such 3-day period (provided however, that no notice or cure period shall be available for Seller’s failure to deliver any of the Closing Documents to Escrow Agent on the Closing Date), in which event the Xxxxxxx Money shall be returned to Buyer and all obligations of the parties hereto shall thereupon cease and this Agreement shall thereafter be of no further force and effect, except for any provision of this Agreement that expressly survives termination and the rights of Buyer under Section 12.2, or (ii) waive the failed condition and consummate Closing. Seller shall not, in any event, be liable to Buyer for any claims arising from a failure of any such conditions except as provided in Section 12.2.
Failure of Buyer’s Conditions. If any one or more of the conditions to Buyer’s obligations, as set forth in Paragraph 8.1 or elsewhere in this Agreement, is not either fully performed, satisfied or waived in writing on or before the Scheduled Closing Date (including any extension of the same as provided in Paragraph 8.3.3 below), then Buyer may elect, by written notice to Seller and Escrow Holder, to terminate this Agreement, in which event the Deposit shall be disbursed as provided in Paragraph 3.1.2(b), each party shall bear one-half (1/2) of all Escrow cancellation and similar fees (except to the extent expressly provided in this Agreement to the contrary) and the parties shall have no further rights or obligations under this Agreement, except for the Surviving Obligations. Nothing in this Paragraph shall be construed to limit any of Buyer’s rights or remedies under Paragraph 18 in the event of a default by Seller hereunder, including any failure of a condition due to Seller's default hereunder.
Failure of Buyer’s Conditions. If any of the conditions precedent set forth in Sections 8.1.1, 8.1.2 or 8.1.4 of the Agreement are not satisfied or waived by Buyer on or prior to the date set for the Closing, then Buyer shall have the rights provided in Section 16.2. If the condition precedent set forth in Section 8.1.3 is not satisfied on or prior to January 31, 2001, Buyer may elect, provided Buyer is not then in material default of its obligations under the terms of this Agreement, to terminate this Agreement by written notice delivered to Seller no later than 5 p.m. EST on January 31, 2001. In the event that this Agreement is terminated by Buyer in accordance with the immediately preceding sentence, the Down Payment and all interest accrued thereon shall be delivered to the Indenture Trustee in partial satisfaction of its first priority liens and security interest in the Property without regard to any allocation established pursuant to Section 2.3 hereof and the parties shall be released from all further obligations and liabilities under this Agreement, except with respect to the covenants, representations, warranties and indemnities set forth in Section 4, 6.5 and 13. In no event shall the transfer to Buyer of the license held by Seller permitting the sale and distribution of liquor at the Property, or the receipt of Buyer of the approvals of such distribution or any other approvals or consents (other than the Ruling and the approval of this Transaction from the Bankruptcy Court) from applicable governmental authorities, be a condition to Closing.
Failure of Buyer’s Conditions. In the event the Buyer has fully performed this Agreement, and any of Buyer’s Conditions are not satisfied, deemed satisfied or waived by Buyer prior to the Closing Date, Buyer may terminate this Agreement, and in such event, Buyer shall have no further duty or obligation to the Seller hereunder. In the event the Buyer has fully performed this Agreement, and Seller is unwilling or willfully refuses to proceed with Closing, then Buyer may bring an action against Seller for specific performance by Seller of this Agreement.
