Common use of Failure of Closing Conditions Clause in Contracts

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. 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 Agreement, with Purchaser to receive an immediate return of the Deposit, 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. A party’s elections under clauses (i) or (ii) of this Section 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.