Failure of Closing Contingencies Sample Clauses

Failure of Closing Contingencies. The parties agree to make a good faith effort to satisfy their respective Closing Contingencies above. In the event any one of the Closing Contingencies has not been met by the expiration of the Contingency Satisfaction Deadline, then either party, as the case may be, shall have the option either to terminate this Agreement or to waive the failed Closing Contingency. If either party elects to terminate this Agreement, such party shall deliver written notice of termination to the other party before the expiration of the Contingency Satisfaction Deadline stating that the particular Closing Contingency has not been met or is not satisfactory and that the party has elected to terminate the Agreement. Unless the parties mutually agree in writing to extend the Contingency Satisfaction Deadline and Date of Closing, delivery of written notice of termination described herein shall cause this Agreement automatically to be null and void and neither party shall have any further obligation or liability under this Agreement. If City and Buyer proceed to Closing, they shall be deemed to have waived all failures of Closing Contingencies under this Agreement.
Sample 1
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Failure of Closing Contingencies. Seller and Xxxxx agree to make a good faith effort to satisfy their respective Closing Contingencies stated in Paragraph 5 above and Paragraphs 7 and 8 below. In the event any one of the Closing Contingencies described in Paragraph 5 above or Paragraphs 7 or 8 below have not been met by the expiration of the Closing Contingencies Period, then Seller or Buyer, as the case may be, shall have the option either to terminate this Agreement or to waive the failed Closing Contingency. If either the Seller or the Buyer, as the case may be, elects to terminate this Agreement, such party shall deliver written notice of termination to the other party before the expiration of the Closing Contingencies Period stating that the particular Closing Contingency has not been met and that the party has elected to terminate the Agreement. Unless Buyer or Seller mutually agree in writing to extend the Closing Contingencies Period and Date of Closing, delivery of written notice of termination described herein shall cause this Agreement automatically to be null and void and neither party shall have any further obligation or liability under this Agreement. If either the Seller or the Buyer, as the case may be, may elect to waive a failed Closing Contingency, such party shall deliver written notice of waiver to the other party before the expiration of the Closing Contingencies Period stating that the particular Closing Contingency has been waived. If Buyer and Seller proceed to Closing, Buyer and Seller shall be deemed to have waived all failures of any of the Closing Contingencies under this Agreement.
Sample 1

Related to Failure of Closing Contingencies

  • Failure of Conditions If the Conditions Precedent shall not have been satisfied or waived by February 27, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “Termination Notice”) delivered to the other party by February 27, 2015 (the “Failure of Conditions Termination Date”). Upon termination of this Lease under the terms of this Section 2, neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below for the River Valley Facility to be included on Exhibit “E”, the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Frustration of Closing Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.

  • Purchaser’s Conditions The respective obligation of each Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by such Purchaser in writing, in whole or in part with respect to its Purchased Units, to the extent permitted by applicable Law):

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • Buyer’s Default Seller’s remedies shall be limited to liquidated damages in the amount of the Xxxxxxx Money set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages.

  • Adverse Weather Conditions Except in emergency situations, the Employer shall not require an employee:

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS If We do not properly complete a transaction to or from Your Account according to this Agreement, We will be liable for Your losses or damages. However, We will not be liable if: (a) Your Account does not contain enough available funds to make the transaction through no fault of Ours; (b) the ATM where You are making the transfer does not have enough cash; (c) the terminal was not working properly and You knew about the breakdown when You started the transaction; (d) circumstances beyond Our control prevent the transaction despite reasonable precautions that We have taken; (e) Your Card is retrieved or retained by an ATM;

  • Failure to Close (A) If Seller(s) fails to convey the property as provided in this contract: Buyer(s) may exercise legal remedies including suit for specific performances or damages. Agent may xxx Xxxxxx(s) to recover loss of commission. Agent may pay Xxxxxxx Money into a court of competent jurisdiction, or retain Xxxxxxx Money until directed to distribute the same by a court of competent jurisdiction.

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