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. 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:
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:
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. (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.
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. So long as a Party is not in default hereunder, if any condition to such Party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as provided herein), such Party may, in its sole discretion, terminate this Agreement, or elect to close notwithstanding the non-satisfaction of such condition, and in that event said Party shall be deemed to have waived said condition, and there shall be no liability on the part of the other Party hereto. In the event that this Agreement is terminated pursuant to this Article VIII, the Xxxxxxx Money shall be transferred in accordance with the terms of Section 3.2 hereof and the Parties shall have no further rights or obligations under this Agreement, except for those which expressly survive such termination.
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.
