Failure of Conditions Precedent to Buyer’s Obligations Sample Clauses

Failure of Conditions Precedent to Buyer’s Obligations. Buyer’s obligations with respect to the transactions contemplated by this Agreement are subject to the satisfaction of the conditions precedent to such obligations for Buyer’s benefit set forth in Section 4.3. If Buyer terminates this Agreement by notice to Seller because of the failure of such conditions precedent (and Seller does not timely dispute such termination), then (i) Escrow Holder shall return the Deposit to Buyer (plus interest accrued on the Deposit only while held by Escrow Holder) in accordance with Buyer’s written instructions within five (5) business days following Buyer’s delivery of a written termination notice to Seller and Escrow Holder so long as Buyer is not then in breach or default under this Agreement, (ii) Seller and Buyer shall each pay one-half (1⁄2) of any Escrow cancellation fees or charges, and (iii) except for Buyer’s indemnity and confidentiality obligations and any other provisions under the Agreement which expressly survive termination of the Agreement, the parties shall have no further rights or obligations to one another under this Agreement.
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Failure of Conditions Precedent to Buyer’s Obligations. In the event that any of the conditions precedent to the obligations of Buyer are not (i) satisfied on or prior to the Closing Date for the Property (or such earlier time as may be specified in this Contract) or (ii) deemed satisfied or waived by Buyer, then Buyer will have the right to terminate this Contract and/or pursue any other right or remedy provided herein.
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Failure of Conditions Precedent to Buyer’s Obligations. In the event that any of the conditions precedent to the obligations of Buyer are not (i) satisfied on or prior to the Closing Date for the Property (or such earlier time as may be specified in this Contract) or (ii) deemed satisfied or waived by Buyer, then Buyer will have the right to terminate this Contract and/or pursue any other right or remedy provided herein. 8.4 Failure of Conditions Precedent to Seller’s Obligations. In the event that any of the conditions precedent to the obligations of Seller are not (i) satisfied on or prior to the Closing Date for the Property (or such earlier time as may be specified in this Contract) or (ii) waived in writing by Seller, then Seller will have the right to terminate this Contract and Seller shall have no other right or remedy against Buyer arising out of this Contract or by reason of the termination of the proposed sale transaction. ARTICLE IX Closing 9.1
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Failure of Conditions Precedent to Buyer’s Obligations. Buyer’s obligation to close the acquisition of the Property pursuant to this Agreement is subject to the satisfaction of the conditions precedent to such obligations for Buyer’s benefit set forth in Section 4.3. If Buyer terminates this Agreement by notice to Seller because of the failure of such condition precedent, then Escrow Holder shall return the Deposit to Buyer (plus interest accrued on the Deposit only while held by Escrow Holder) in accordance with Buyer’s written instructions within five (5) business days following Buyer’s delivery of a written termination notice to Seller and Escrow Holder, Seller and Buyer shall each pay one-half (1/2) of any escrow cancellation fees or charges (provided that, if Buyer terminates this Agreement due to the failure of the condition precedent set forth in Section 4.3.3 or Section 4.3.4, then only Seller shall pay any escrow cancellation fees or charges), and except for Buyer’s indemnity and confidentiality obligations under this Agreement and any other obligations which expressly survive termination of the Agreement, the parties shall have no further rights or obligations to one another under this Agreement. Notwithstanding anything to the contrary herein, if the condition precedent set forth in Section 4.3.3 or Section 4.3.4 is not satisfied, and Buyer terminates this Agreement by notice to Seller due to the failure of either of such condition precedents, then Seller shall reimburse Buyer for Buyer’s Due Diligence Expenses (defined below); provided, however, (i) the satisfaction of the condition set forth in Section 4.3.3 shall at all times be subject to the satisfaction of the conditions set forth in Section 4.5 below (provided further that, for purposes of this Section 4.4, if Seller has failed to perform, on or before the date required for such performance, any of the material covenants or agreements contained herein which are to be performed by Seller (but only to the extent that such performance is expressly required under this Agreement to be completed on or before such date), Buyer shall not be deemed to have failed to satisfy the condition precedents set forth in Section 4.5 below if Buyer does not timely deposit with Escrow Holder the balance of the Purchase Price pursuant to Section 2.3 above), and (ii) Seller shall not be required to reimburse Buyer for Buyer’s Due Diligence Expenses for the failure of the condition precedent set forth in Section 4.3.4 if any of the representations and warranties made...
Sample 1
Failure of Conditions Precedent to Buyer’s Obligations. Buyer’s obligations with respect to the transactions contemplated by this Agreement are subject to the satisfaction of the conditions precedent to such obligations for Buyer’s benefit set forth in Section 4.3. If Buyer delivers (or is deemed to have delivered) a Termination Notice or if Buyer terminates this Agreement by notice to Seller because of the failure of such conditions precedent, then (i) Escrow Holder shall return the Deposit to Buyer (plus interest accrued on the Deposit only while held by Escrow Holder) in accordance with Buyer’s written instructions within three (3) business days following such termination, (ii) Seller and Buyer shall each pay one-half (1/2) of any Escrow cancellation fees or charges, and (iii) except for Buyer’s indemnity and confidentiality obligations and any other provisions under the Agreement which expressly survive termination of the Agreement, the parties shall have no further rights or obligations to one another under this Agreement.
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Related to Failure of Conditions Precedent to Buyer’s Obligations

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS The obligations of Buyer under this Agreement are subject to satisfaction or waiver by Buyer of each of the following conditions or requirements on or before the Closing Date:

  • Conditions Precedent to the Buyer’s Obligations The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

  • CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS The obligation of the Purchaser to purchase the Shares is subject to the satisfaction by the Company, or waiver by the Purchaser, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser’s obligation to purchase the Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):

  • CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS The obligations of the Seller under this Agreement are subject to the satisfaction, on or prior to the Closing, of the following conditions, all or any of which may be waived in writing by the Seller:

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

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