Failure of Condition Precedent. Upon the failure of any of the foregoing conditions precedent, the party benefited by such failed condition shall have the option to (a) waive such condition precedent and proceed to Closing, or (b) terminate this Agreement by sending written notice to the other party on or before the date of Closing, in which event the Xxxxxxx Money shall be returned to Purchaser.
Failure of Condition Precedent. So long as a party is not in default beyond applicable notice and cure periods 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 other applicable date and such condition is not cured within three (3) days after receipt of notice of default from the non-defaulting party; such non-defaulting party may, in its sole discretion, either (i) terminate this Agreement by delivering written notice to the other party on or before the Closing Date or other applicable date whereupon the Xxxxxxx Money shall be returned to Purchaser if Seller is the defaulting party or paid to Seller if Purchaser is the defaulting party, provided that Seller is not in default of its obligations under this Agreement, or (ii) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition.
Failure of Condition Precedent. Either Fig or Developer may terminate this Agreement immediately upon written notice to the other party in the event that the condition precedent set forth in Section 1 have not been achieved within 180 days of the Effective Date.
Failure of Condition Precedent. By either party if any condition precedent to the terminating party’s obligation to perform this Agreement is not satisfied and such condition is not waived (or deemed waived) by the terminating party at or prior to Closing, in which case the terminating party shall give written notice of such termination to the other party;
Failure of Condition Precedent. In the event Purchaser’s Closing Conditions Precedent or Seller’s Closing Conditions Precedent, as the case may be, have not been satisfied or waived as of the scheduled Closing Date as the same may be extended as permitted above, and provided the failure to satisfy or waive any such condition is not attributable to a breach or default of this Agreement by Seller or Purchaser, as the case may be (in which event the provisions of Section 10 shall apply), this Agreement shall terminate (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination) and the Xxxxxxx Money shall promptly be returned to Purchaser; provided, however, upon such termination Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination, including, without limitation, a quit claim deed. Upon such termination, neither party will have any further rights or obligations (other than the Surviving Indemnity Obligations, which shall survive any such termination) regarding this Agreement or the Subject Property.
Failure of Condition Precedent. (a) If any condition to a Party’s obligation to proceed with the Closing (as set forth in Section 9.1 for LAC4-South and in Section 9.2 for the FCRHA) has not been satisfied as of the Closing Date, such Party may, in its sole discretion, either (i) terminate this Agreement, (ii) extend the time available for the satisfaction of such condition by unilaterally extending the Closing Date, or (iii) elect to close, notwithstanding the non-satisfaction of such condition, in which event such Party will be deemed to have waived any such condition. A Party may send a Communication of its election (of the options set forth in clauses (a)(i), (a)(ii), and (a)(iii)) via those methods set forth in Section 12.4 or, for purposes of Section 9.4 only, via e-mail alone to the e-mail address(es) set forth for the other Party in Section 12.4; such e-mail notice will be deemed effective upon its sending.
(b) If such Party elects to proceed pursuant to Section 9.4(a)(ii) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such Party may again elect to proceed pursuant to Section 9.4(a)(i), (a)(ii) or (a)(iii).
(c) In the event the failure of a condition precedent for the benefit of either Party is not satisfied due to a breach of this Agreement by the other Party (for example, a failure or refusal to perform a Party’s obligations under this Agreement), the benefitted Party may also pursue its rights and remedies as set forth in Section 10.
Failure of Condition Precedent. So long as a party is not in default beyond applicable notice and cure periods hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the respective Closing Date or other applicable date and such condition is not cured within five (5) Business Days after receipt of notice of default from the non-defaulting party; such non-defaulting party may, in its sole discretion, either (a) terminate this Agreement by delivering written notice to the other party on or before the respective Closing Date or other applicable date, whereupon: (i) if such termination occurs prior to the expiration of the Due Diligence Period, then the Exxxxxx Money shall be returned to Purchaser, (ii) if such termination occurs subsequent to the termination of the Due Diligence Period and Purchaser is in breach of its obligations under this Agreement, then the provisions of Section 5.4 shall apply, or (iii) if such termination occurs subsequent to the termination of the Due Diligence Period and Seller is in breach of its obligations under this Agreement, then the provisions of Section 5.5 shall apply, or (b) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. The foregoing shall not be construed as diminishing the respective rights of the parties under Sections 5.4(b) and 5.5(b).
Failure of Condition Precedent. If on or before November 30, 2016, the Condition Precedent is not fulfilled for any reason, this Agreement shall immediately terminate and the Parties will not be entitled to any indemnification whatsoever due to such termination. In such case, LPI shall assign back to MSB any right it may have under the Option Agreement and the Option Agreement Assignment shall be deemed to be terminated and there will be no obligations between the Parties in connection therewith. It is expressly stated and agreed that LPI will not be liable for the failure of the Condition Precedent, provided it has duly exercised the Option, filed it for registration before the relevant Mining Custodian and use commercially reasonable efforts to have the Optioned Mining Concessions registered in LPI's name.
Failure of Condition Precedent. If the FERC does not issue the preliminary determination or declaratory order authorizing the Tariff Rates and/or prorationing provisions contemplated herein in form and substance acceptable to Transporter in Transporter’s sole discretion, then the Parties hereby agree to the following:
(a) Customer shall agree to a tariff rate for transportation service from the Origin Point to the Delivery Point for the Term that is equal to the Priority Service Tariff Rate currently in Schedule B;
(b) Customer shall support Transporter’s tariff filing stating Customer’s agreement to the tariff rate stated above in Section 10.3(a) before the FERC and, once approved by FERC, such tariff rate shall apply to Customer’s service under this Agreement; and
(c) This Agreement shall remain in full force and effect, including Customer’s obligations under Sections 3.1 and 6, except Transporter’s obligation under Section 4.3 shall no longer apply and Transporter’s obligation under Section 4.2 shall be deemed to be revised as follows: Subject to the terms and conditions of this Agreement, including Section 14, to the extent permitted by Applicable Law, on each day during the Term, Transporter shall accept from Customer tenders of Crude Oil nominated by Customer for shipment through the Connecting Pipeline from the Origin Point to the Delivery Point in accordance with, and subject to, the Proration Policy.
Failure of Condition Precedent. In addition, either Trust A or Trust C may, at its option, terminate this Plan at or prior to the Closing Date on account of a condition herein expressed to be precedent to the obligation of such party which has not been met and which appears cannot reasonably, or will not, be met.
