Failure of Closing Conditions. No Party may rely on the failure of any condition set forth in Section 8.1 or Section 8.3, as applicable, to be satisfied, and such condition shall be deemed to be satisfied with respect to such Party if such failure was caused by such Party’s failure, to act in good faith or fulfill any of its obligations contained in this Agreement.
Failure of Closing Conditions. If any one or more of the conditions set forth in Section 14.1 or Section 14.2 above shall not have been satisfied as of the Closing Date, then Purchaser or Seller, as applicable, shall have the option, in its sole discretion, exercised by written notice to Seller or Purchaser, as applicable, either to: (i) waive such condition (to the extent a waiver is permitted by law) and make full Closing under this Agreement in accordance with the terms and conditions hereof, with such reductions or adjustments in the Purchase Price as may be mutually negotiated with the other party; or (ii) to terminate this Agreement and all parties shall thereupon be relieved of further liability and obligations hereunder, except for those obligations which expressly survive a termination of this Agreement. If this Agreement is terminated by Purchaser due to a failure of a condition to Closing set forth in Section 14.1.1, 14.1.2, 14.1.3 or 14.1.5 to be satisfied, or if this Agreement is terminated by Seller due to a failure of the condition to Closing set forth in Section 14.2.4 to be satisfied, then Purchaser shall receive an immediate refund of the Deposit (and if required by the Title Company the Purchaser shall send a demand to the Title Company to pay the Deposit) without any approval from Seller. If this Agreement is terminated due to the failure of any other condition provided in Sections 14.1 and 14.2, then the Title Company shall pay the Deposit to Seller (and if required by the Title Company the Seller shall send a demand to the Title Company to pay the Deposit) without any approval from Purchaser. A party’s elections under clauses (i) or (ii) of this Section 14.2 shall be the party’s sole remedy in the event any condition to Closing set forth in this Section 14 shall not have been satisfied unless the failure of such condition to be satisfied shall have been used by a breach of this Agreement by the other party, in which event the provisions of Section 12 of this Agreement shall also apply.
Failure of Closing Conditions. Each Party shall promptly notify the other Party after learning of the occurrence of any event or circumstance which would reasonably be expected to cause any condition to Closing not to be satisfied.
Failure of Closing Conditions. (a) If any of Buyer’s closing conditions set forth in Section 4.8 have not been fulfilled within the applicable time periods, Buyer may:
(i) waive such closing condition(s) and close Escrow in accordance herewith, without adjustment or abatement of the Purchase Price; or
(ii) terminate this Agreement by written notice to Seller and Escrow Agent, in which event Escrow Agent shall return the Deposit to Buyer, all other documents, instruments and funds delivered into Escrow shall be returned to the party that delivered the same into Escrow, Seller shall (except as otherwise provided herein) pay for all of the cancellation charges of Title Company and Escrow Agent, if any, and Buyer may pursue its rights, if any, pursuant to Section 6.2.
(b) If any of Seller’s closing conditions set forth in Section 4.9 have not been fulfilled within the applicable time periods, Seller may:
(i) waive such closing condition(s) and close Escrow in accordance herewith, without adjustment or abatement of the Purchase Price; or
(ii) terminate this Agreement by written notice to Buyer and Escrow Agent, in which event (x) Escrow Agent shall return the Deposit to Buyer (unless the failure of such condition results from Buyer’s default hereunder, in which case Escrow Agent shall deliver the Deposit to Seller or Seller’s designee, which Seller (or its designee, as applicable) shall retain as liquidated damages, as Seller’s sole and exclusive remedy hereunder, in accordance with the terms of Section 6.1), (y) all other documents, instruments and funds delivered into Escrow shall be returned to the party that delivered the same into Escrow, and (z) Buyer shall pay for all of the cancellation charges of Title Company and Escrow Agent, if any.
Failure of Closing Conditions. Provided that the failure of any condition precedent under this Section 8 to be satisfied is not due to either Party’s Default under this Agreement, the Party benefitted by the condition precedent shall be entitled to (i) waive the unfulfilled condition in writing and proceed with the Closing (if the Closing is feasible under such circumstances), without modification to, or abatement of, the Final Adjusted Purchase Price, or (ii) cancel the Escrow and terminate this Agreement by delivering written notice to the other Party and Escrow Agent within ten (10) Business Days after the scheduled Closing Date. Upon delivery of the written notice of termination, the Parties and Escrow Agent shall proceed in accordance with Section 9.11. If either Party terminates this Agreement in accordance with this Section 8.3, such Party shall not incur any resulting liability to the other Party or any other Person.
Failure of Closing Conditions. In the event any one or more of the above conditions is not satisfied as of the Closing Date, or if the party whom such condition is intended to benefit reasonably determines that the same are not capable of being so satisfied by the Closing Date, such party may:
(a) waive such condition by so advising the other party in writing, whereupon this sale shall close in accordance with the terms hereof and the purchase price shall not be affected or adjusted;
(b) extend the Closing Date for up to ten (10) days and, to the extent constituting a misrepresentation of a known fact or default of the other party, require the misrepresenting or defaulting party to use reasonable efforts to attempt to satisfy the condition, to the extent feasible or if capable of being satisfied by monetary payment; or
(c) elect to cancel this Agreement, in which event, and EXCEPT to the extent the parties' remedies are otherwise limited by this Agreement, the nonperforming party, if any, shall continue to be liable to the other party hereto for its actual direct damages and expenses caused by such failure or inability to close this transaction.
Failure of Closing Conditions. AMAG may terminate this Agreement in its entirety upon ten (10) days prior written notice to Palatin if any of the Effectiveness Conditions have not been satisfied within one hundred twenty (120) days following the Execution Date.
Failure of Closing Conditions. (a) Absent an intentional breach by Buyer or Seller of its obligations under this Article 14, or the gross negligence or willful misconduct by Buyer or Seller, the failure of the parties to consummate the Option Closing following Buyer’s exercise of the Option due to a failure of one or more Buyer Closing Conditions or Seller Closing Conditions shall not constitute a default by Buyer or Seller, as applicable, under this Agreement, and Buyer’s or Seller’s, as applicable, sole remedy in such case shall be to waive the applicable Buyer Closing Condition(s) or Seller Closing Condition(s) and proceed with the Option closing or rescind its exercise of the Option, as applicable.
(b) Upon the terms and subject to the conditions of this Article 14, Buyer and Seller shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective in the most expeditious manner practicable the transactions contemplated by this Article 14, including using commercially reasonable efforts to obtain, or assist in the efforts to obtain, approvals from any federal, state, local or other governmental authority which are required by Buyer or Seller to consummate the transactions contemplated herein.
Failure of Closing Conditions. Neither Purchaser nor Seller may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such party's failure to act in good faith or to use its reasonable efforts to cause the Closing to occur, as required by Section 5.05. If Purchaser has delivered a Hydroelectric Facility Notice and such notice has not been rescinded or deemed rescinded, neither Purchaser nor Seller may rely (for purposes of the Closing) on the failure of any condition set forth in this Article VI to be satisfied if the sole cause of such failure was the failure to obtain the Final Order prior to Closing.
Failure of Closing Conditions. Seller shall proceed with diligence and in good faith to satisfy all of the Buyer Closing Conditions and Seller Closing Conditions (together, the “Conditions Precedent”) in a prompt and timely manner to avoid any delay in proceeding with Closing. If the Conditions Precedent have not been satisfied by the Closing Date, then, in addition to any other available rights and remedies available under this Agreement (A) with respect to any unsatisfied Buyer Closing Condition, Buyer shall have the option, to be exercised in Buyer’s sole discretion, and (B) with respect to any unsatisfied Seller Closing Condition, Seller shall have the option, to be exercised in Seller’s sole discretion, to either:
(i) waive the time for satisfaction of the unsatisfied Conditions Precedent and proceed with Closing, in which event, the parties shall remain obligated to proceed with due diligence and in good faith to complete such unsatisfied Conditions Precedent after Closing; or
(ii) if the unsatisfied Condition Precedent (A) is reasonably likely to result in a cost or Liability of One Hundred Thousand Dollars ($100,000) or more to the party that benefits from such Condition Precedent, (B) relates to one or more Purchased Assets with a value of One Hundred Thousand Dollars ($100,000) or more in the aggregate, (C) creates a reasonable likelihood of a Claim with damages that are reasonably likely to total One Hundred Thousand Dollars ($100,000) or more (including attorneys’ fees and costs), or (D) is the Conditions Precedent in either Section 4(d)(vii), Section 4(d)(viii), Section 4(d)(x), or Section 4(e)(iv) then:
(1) at no additional cost, extend the Closing Date (either for all Purchased Assets or, for Purchased Assets (A) with an allocated Premium equal to or less than (in the aggregate) an amount equal to ten percent (10%) of the portion of the Premium that is attributable to all assets other than the Contested Project, or (B) for which the Conditions Precedent in either Section 4(d)(vii), Section 4(d)(viii), Section 4(d)(x), or Section 4(e)(iv) are unsatisfied, only with respect to the Purchased Assets for which the Conditions Precedent are unsatisfied) for up to ninety (90) days to allow for the completion of the unsatisfied Conditions Precedent. Upon the expiration of such ninety (90) day period, if the Conditions Precedent remain unsatisfied or if the Closing has not occurred, such party may exercise its rights under either Section 4(f)(i), Section 4(f)(ii)(2), or Section 4(f...
