Common use of Failure of Condition Clause in Contracts

Failure of Condition. Seller’s Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers of any of Seller’s Conditions shall be in writing and shall be delivered to Buyer. Seller shall not act or fail to act for the purpose or with the intention of permitting or causing any of Seller’s Conditions to fail. If any of Seller’s Conditions are not satisfied or have not been so waived by notice to Buyer on or prior to the Closing Date, Seller shall have the right to (a) terminate this Agreement without liability to Buyer by written notice to Buyer describing the condition or conditions that have not been satisfied or waived (whereupon Escrow Agent shall return the Deposit to Buyer and no party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except, however, that the parties shall remain obligated with respect to the provisions herein which specifically survive termination) provided that Buyer has the right to extend the Closing Date for up to thirty (30) days to allow time for Buyer to cure or satisfy such condition, or (b) if such failure arises from Buyer’s breach or other failure to consummate the Transaction described in this Agreement, avail itself of any remedies provided in Section 11.1. Notwithstanding the foregoing, nothing in this Section 9.7 shall effect Buyer’s right to extend the Closing Date in accordance with Section 6.1 or Seller’s right to extend the Closing Date in accordance with Section 4.36(c) or Section 8.13.

Failure of Condition. Seller’s Conditions are solely for If, by the benefit of Seller and may be waived only by Seller. Any such waiver or waivers of any of Seller’s Conditions shall be in writing and shall be delivered to Buyer. Seller shall not act or fail to act for the purpose or with the intention of permitting or causing any of Seller’s Conditions to fail. If any of Seller’s Conditions are not satisfied or have not been so waived by notice to Buyer on or prior to the Scheduled Closing Date, Seller any of the conditions set forth in (i) Section 9.1 above are not performed or satisfied for any reason whatsoever or, alternatively, are not expressly waived by Purchaser in writing, then, except as expressly provided below, Purchaser’s sole remedy shall have the right be to (a) terminate this Agreement without liability Agreement, whereupon the Xxxxxxx Money Deposit shall be returned to Buyer by written notice to Buyer describing the condition or conditions that have not been satisfied or waived (whereupon Escrow Agent Purchaser and neither party hereto shall return the Deposit to Buyer and no party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except, however, that the parties shall remain obligated Agreement other than with respect to the provisions herein which specifically survive terminationTermination Surviving Obligations, and (ii) Section 9.2 above are not performed or satisfied for any reason whatsoever or, alternatively, are not expressly waived by Seller in writing, then, except as expressly provided that Buyer has the right below, Seller’s sole remedy shall be to extend the Closing Date for up to thirty (30) days to allow time for Buyer to cure or satisfy such condition, or (b) if such failure arises from Buyer’s breach or other failure to consummate the Transaction described in terminate this Agreement, avail itself of whereupon the Xxxxxxx Money Deposit shall be returned to Purchaser and neither party hereto shall have any remedies provided in Section 11.1further rights under this Agreement other than with respect to the Termination Surviving Obligations. Notwithstanding the foregoing, nothing (x) if any of the conditions set forth in this Section 9.7 shall effect Buyer’s right to extend 9.1 are not performed or satisfied by the Scheduled Closing Date by reason of a default by Seller under the other provisions of this Agreement, then Purchaser shall be entitled to the remedies set forth in accordance with Section 6.1 13.1(a) below, and (y) if any of the conditions set forth in Section 9.2 are not performed or Seller’s right to extend satisfied by the Scheduled Closing Date by reason of a default by Purchaser under the other provisions of this Agreement, then Seller shall be entitled to the remedies set forth in accordance with Section 4.36(c) or Section 8.1313.2 below.

Failure of Condition. Seller’s Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers of any of Seller’s Conditions shall be in writing and shall be delivered to Buyer. Seller shall not act or fail to act for the purpose or with the intention of permitting or causing any of Seller’s Conditions to fail. If any of Seller’s Conditions are not satisfied or have not been so waived by notice to Buyer on or prior to the Closing Date, Seller shall have the right to (a) Subject to Sections 6.3(b) below, if, on the Closing Date or with respect to clause (z) below the “Termination Date” (as defined in the Merger Agreement), (x) any condition to Seller’s obligation to close hereunder shall not be satisfied, then Seller shall be entitled to terminate this Agreement, (y) any condition to Purchaser’s obligation to close hereunder shall not be satisfied, then Purchaser shall be entitled to terminate this Agreement or (z) either (A) the Merger Agreement shall have terminated without liability to Buyer the Merger thereunder having occurred or being capable of occurring immediately after the Closing, or (B) any judgment, injunction, order, decree or action by written notice to Buyer describing any governmental entity of competent authority preventing or prohibiting the condition or conditions that Closing shall have not been satisfied or waived (whereupon Escrow Agent shall return the Deposit to Buyer become final and no party to non-appealable, then in either case this Agreement shall thereafter terminate. (b) If this Agreement shall terminate pursuant to Section 6.3(a), then neither party shall have any further rights obligation or liabilities under this Agreement, except, however, that the parties shall remain obligated with respect liability to the provisions herein other, except for any such obligation or liability which specifically survive termination) provided that Buyer has expressly survives the right to extend termination of this Agreement and Purchaser shall receive a return of the Closing Date for up to thirty (30) days to allow time for Buyer to cure or satisfy such conditionDeposit plus all interest earned thereon; provided, or (b) if such failure arises from Buyer’s breach or other failure to consummate the Transaction described in this Agreement, avail itself of any remedies provided in Section 11.1. Notwithstanding notwithstanding the foregoing, nothing that if any such termination is due to a party’s default in this performing its material obligations hereunder, then the remedies under Section 9.7 8.1 shall effect Buyer’s right control. (c) If and to extend the Closing Date in accordance with Section 6.1 or extent Seller’s right , without the consent of Purchaser, either (i) accelerates the closing date under the Merger Agreement to extend the Closing Date in accordance with Section 4.36(c) or Section 8.13.a date earlier than January 2, 2007 or

Failure of Condition. Seller’s Conditions are solely for the benefit of Seller (i) If Purchaser is unable to satisfy (and may be Sellers have not waived only by Seller. Any such waiver or waivers of in writing) any of Seller’s the Sellers' Closing Conditions shall be in writing and shall be delivered to Buyer. Seller shall not act or fail to act for the purpose or with the intention of permitting or causing any of Seller’s Conditions to fail. If any of Seller’s Conditions are not satisfied or have not been so waived by notice to Buyer on or prior to the Closing Date, Seller shall have the right to (a) terminate this Agreement without liability to Buyer by written notice to Buyer describing the condition or conditions that have not been satisfied or waived (whereupon Escrow Agent shall return the Deposit to Buyer and no party to then this Agreement shall thereafter terminate. Upon the effectiveness of such termination, Purchaser shall be entitled to receive the Deposit (unless under Section 21(a) Sellers are entitled to retain the Deposit) and, subject to the provisions of Section 21, neither party shall have any further rights or liabilities obligations hereunder, except those expressly stated to survive the termination hereof. Nothing in this Section 9(c)(i) shall limit, restrict or negate any rights or remedies that Sellers have under Section 21 of this Agreement in the event of a default by Purchaser. (ii) If any Seller is unable to satisfy (and Purchaser has not waived in writing) any of the Purchaser's Closing Conditions by the Closing Date, then, Purchaser may elect to terminate this Agreement. Upon the effectiveness of such termination, exceptPurchaser shall be entitled to receive the Deposit and, however, that the parties shall remain obligated with respect subject to the provisions herein which specifically of Section 21, neither party shall have any further rights or obligations hereunder, except those expressly stated to survive termination) provided that Buyer has the right to extend the Closing Date for up to thirty (30) days to allow time for Buyer to cure or satisfy such condition, or (b) if such failure arises from Buyer’s breach or other failure to consummate the Transaction described in this Agreement, avail itself of any remedies provided in Section 11.1termination hereof. Notwithstanding the foregoing, nothing Nothing in this Section 9.7 9(c)(ii) shall effect Buyer’s right to extend limit, restrict or negate any rights or remedies that Purchaser has under Section 21 hereof in the Closing Date in accordance with Section 6.1 or event of a default by any Seller’s right to extend the Closing Date in accordance with Section 4.36(c) or Section 8.13.

Failure of Condition. SellerIf Buyer is unable to secure and be satisfied with the Title Policy or the Survey, or the transfer or reissuance of any permit, license or approval listed on Schedule 2.3, or the certificates and permits in accordance with Section 2.25(c), or if the results of any inspection or testing contemplated pursuant to Section 5.2.8 are unacceptable to Buyer, or if the results of Buyer’s Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers review of any of Seller’s Conditions shall be in writing and shall be delivered the documents provided pursuant to Section 5.2.7(i) are unacceptable to Buyer. , or if any of said covenants, agreements, statements, undertakings, representations or warranties as described in Section 2 and Section 5 shall not be so true and correct in all material respects, or shall not have been so fulfilled in all material respects as of the Closing, or if the Closing shall not occur by the close of business on the last date therefor as specified in Section 12, or if Seller shall not act fail or fail be unable to act for the purpose or with the intention of permitting or causing any of Seller’s Conditions to fail. If any of Seller’s Conditions are not satisfied or have not been so waived by notice deliver to Buyer on the documents referred to in Section 9.2, or if any other condition set forth in this Section 7 to be satisfied by Seller at or prior to the Closing Dateshall not have been satisfied, Seller then in any such event Buyer shall have the right to (a) give to Seller written notice of a failure of condition and to thereby terminate this Agreement without liability and Buyer shall be released and discharged from any further obligations to Buyer by written notice to Buyer describing the condition or conditions that have not been satisfied or waived (whereupon Escrow Agent shall return the Deposit to Buyer Seller, and no party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, exceptbecome null and void; provided, however, that notwithstanding the parties foregoing right, Buyer shall remain obligated with respect be entitled to the provisions herein which specifically survive termination) provided that Buyer has the right to extend the Closing Date maintain an action for up to thirty (30) days to allow time for Buyer to cure or satisfy such condition, or (b) if such failure arises from Buyer’s breach or other failure to consummate the Transaction described in of this Agreement, avail itself of damages, specific performance or any remedies provided other relief whatsoever, as described in Section 11.1. Notwithstanding the foregoing, nothing in 14 of this Section 9.7 shall effect Buyer’s right to extend the Closing Date in accordance with Section 6.1 or Seller’s right to extend the Closing Date in accordance with Section 4.36(c) or Section 8.13Agreement.

Failure of Condition. Seller’s If any of the Seller Conditions are solely for the benefit of not timely satisfied (and Seller and may be has not waived only by Seller. Any such waiver or waivers of any of Seller’s Conditions them in writing), then Seller shall be in writing and shall be delivered entitled to Buyer. Seller shall not act or fail terminate this Agreement by notice thereof to act for the purpose or with the intention of permitting or causing any of Seller’s Conditions to failPurchaser. If any of Seller’s the Purchaser Conditions are not timely satisfied, then (i) Seller may, if it so elects and without any abatement in the Purchase Price, adjourn the Scheduled Closing Date for a period or periods not to exceed forty-five (45) days in the aggregate and (ii) if, after any such extension, the Purchaser Conditions continue not to be satisfied (and Purchaser has not waived the same) or have Seller does not been so waived by notice elect such extension, then Purchaser shall be entitled to Buyer on or prior to the Closing Date, Seller shall have the right to (a) terminate this Agreement without liability by notice thereof to Buyer Seller. If this Agreement is so terminated by written notice either Seller or Purchaser, then Purchaser shall be entitled to Buyer describing the condition or conditions that have not been satisfied or waived (whereupon Escrow Agent shall return receive the Deposit to Buyer (and no all accrued interest therein) and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreementobligations hereunder, except, however, that except those expressly stated to survive the parties shall remain obligated with respect to the provisions herein which specifically survive termination) provided that Buyer has the right to extend the Closing Date for up to thirty (30) days to allow time for Buyer to cure or satisfy such condition, or (b) if such failure arises from Buyer’s breach or other failure to consummate the Transaction described in this Agreement, avail itself of any remedies provided in Section 11.1termination hereof. Notwithstanding the foregoing, nothing in this Section 9.7 shall effect Buyer’s right if the failure of Purchaser Conditions or the Seller Conditions to extend be satisfied is the Closing Date in accordance with Section 6.1 result of Purchaser's or Seller’s right to extend the Closing Date in accordance with 's default hereunder, then Section 4.36(c20(a) or Section 8.1320(b), as the case may be, shall govern.