Failure of Conditions to Closing. The Sellers and Purchaser shall use commercially reasonable efforts to satisfy the conditions to Closing set forth herein. If the Closing does not occur because of the failure of one of the conditions set forth in Section 8.1, the Sellers shall have the remedies set forth in Section 9.1. If the Closing does not occur because of the failure of one of the Conditions set forth in Section 8.2, the Purchaser shall have the remedies set forth in Section 9.2.
Failure of Conditions to Closing. (a) If Xxxxx is unable to timely satisfy (and Xxxxxx has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing, then such failure shall constitute a default hereunder, in which case, Seller shall have the right to terminate this Agreement by notice thereof to Buyer in accordance with the terms of this Agreement. If this Agreement is so terminated, then Seller shall be entitled to receive the Deposit and thereafter, neither party shall have any further obligations hereunder, except those expressly stated to survive the termination hereof.
(b) If Seller is unable to timely satisfy the conditions precedent to Xxxxx’s obligation to effect the Closing (and Xxxxx has not waived the same in writing), and, in either case, such failure of condition precedent is not the result of Xxxxx’s default hereunder, then Buyer or Seller shall be entitled to terminate this Agreement by notice thereof to the other party in accordance with the terms of this Agreement. If this Agreement is so terminated, then Buyer shall be entitled to receive the Deposit and thereafter neither party shall have any further obligations hereunder, except those expressly stated to survive the termination hereof.
Failure of Conditions to Closing.
(a) If Buyer is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 12.1, then Seller, in Seller’s sole and absolute discretion, may (in addition to any rights Seller may have under Section 15.1 of this Agreement in the event that the non-satisfaction of a condition is a result of a breach or default by Buyer) either: (i) terminate this Agreement by written notice thereof to Buyer and Escrow Agent, and to the extent provided under Section 15.2 with respect to a breach or default by Buyer, Escrow Agent shall disburse the First Xxxxxxx Money Deposit and the Xxxxxxx Money Deposit to Seller and upon such refund or disbursement being made, this Agreement shall terminate and have no further force or effect and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination; or (ii) waive any unsatisfied condition and consummate the transactions contemplated hereby.
(b) If any condition precedent to Xxxxx’s obligation to effect the Closing set forth in Section 12.2 has not been timely satisfied, then Buyer, in Buyer’s sole and absolute discretion, may either: (i) terminate this Agreement by written notice thereof to Seller and Escrow Agent and, unless Seller is entitled to the First Xxxxxxx Money Deposit and the Xxxxxxx Money Deposit as a result of Buyer’s breach or default under Section 15.1, Escrow Agent shall refund the First Xxxxxxx Money Deposit and the Xxxxxxx Money Deposit to Buyer, and upon such transfer of the First Xxxxxxx Money Deposit and the Xxxxxxx Money Deposit to Buyer or Seller, as applicable, being made, this Agreement shall terminate and have no further force or effect and neither Party shall have any further rights or obligations with respect to each other or this Agreement, except for any obligations that expressly survive termination; or (ii) waive any unsatisfied condition and consummate the transactions contemplated hereby.
(c) Notwithstanding anything to the contrary set forth in this Section 12.4, the failure by Seller to remove any Mandatory Title Removal Items in accordance with Section 6.2(c) above as to all portions of the Property as to which Seller holds title at Closing, shall constitute a default by Seller hereunder and entitle Buyer to the remedies provided for in Section 15.2.
Failure of Conditions to Closing. The failure to fulfill any condition to closing set forth in this Article VIII shall not give rise to liability under this Agreement unless such failure is also conduct in violation or breach of any term or provision of Articles VI and VII.
Failure of Conditions to Closing. In the event one or more of the conditions to Closing described in Section 13(b) hereof is not satisfied or waived on or before the Closing, and the failure of such conditions to be satisfied is not a result of a default by Prefco, Sole Member or Purchaser, then Purchaser shall have the right to terminate this Agreement and the escrow created hereby by giving written notice of termination to Prefco. In the event one or more of the conditions to Closing described in Section 13(c) hereof are not satisfied or waived on or before the Closing, and the failure of such conditions to be satisfied is not a result of a default by Prefco, Sole Member or Purchaser, then Prefco shall have the right to terminate this Agreement and the escrow created hereby by giving written notice of termination to Purchaser.
Failure of Conditions to Closing. If any of the conditions set forth in Paragraphs 9(a) or 9(b) of this Agreement are not timely satisfied or waived, or if this Agreement is otherwise terminated in accordance with the terms of this Agreement with reference to the provisions of this Paragraph 9(c), then:
(i) This Agreement and the rights and obligations of Buyer and Seller hereunder shall terminate, and this Agreement shall be of no further force or effect, except for those matters which, by the express terms of this Agreement, survive the termination of this Agreement; and
(ii) All documents deposited by Buyer shall be promptly returned by or through Escrow Agent to Buyer, and all documents deposited by Seller shall be promptly returned by or through Escrow Agent to Seller; and
(iii) Except in the event that either Buyer or Seller is in default under this Agreement (in which case the provisions of Paragraph 20 of this Agreement shall apply) or in the event that Seller has an outstanding claim for indemnification under the terms of this Agreement (in which case Escrow Agent shall hold the Deposit and disburse the same as mutually agreed by Buyer and Seller, with Limited Partner Consent), all funds held by Escrow Agent for the benefit of Buyer (including, without limitation, the Deposit) shall be promptly delivered by Escrow Agent to Buyer, and all funds held by Escrow Agent for the benefit of Seller shall be promptly delivered by Escrow Agent to Seller, less, in each case, the amount of any fees and expenses required to be paid by such party under Paragraph 9(d) of this Agreement.
Failure of Conditions to Closing. If any of the conditions set forth above are not timely satisfied or waived, or a reason other than the default of the Buyer or the Seller under this Agreement:
(i) This Agreement, and the rights and obligations of the Buyer and the Seller shall terminate, except as otherwise provided herein; and
Failure of Conditions to Closing. In the event any of the -------------------------------- conditions set forth in Section 6(a) or Section 6(b) are not timely satisfied or are not waived, for a reason other than the material breach of Buyer or Seller under this Agreement:
(i) This Agreement and the rights and obligations of Buyer and Seller shall terminate, except as otherwise provided herein;
(ii) Each party shall return to the other any documents or funds of the other party held by them.
Failure of Conditions to Closing. In the event any of the conditions set forth in Section 6(a) or Section 6(b) are not timely satisfied or waived, for a reason other than the material default of Buyers or Seller under this Agreement:
(i) This Agreement, the Escrow and the rights and obligations of Buyers and Seller shall terminate, except as otherwise provided herein; provided, however, no such termination shall occur until Buyers or Seller, as applicable, has had the opportunity to waive the failed condition within two (2) Business Days after receipt of written notice from the other party;
(ii) Escrow Holder is hereby instructed to promptly return to Seller and Buyers all funds and documents deposited by them, respectively, into Escrow which are held by Escrow Holder on the date of said termination (in the case of the party otherwise entitled to such funds, however, less the amount of any cancellation charges required to be paid by such party under Section 6(d)).
Failure of Conditions to Closing. In the event any of the conditions set forth in Section 6.A. or 6.B. are not timely satisfied or waived, for a reason other than the default of City or the Seller under this Agreement:
1) This Agreement, the escrow, and the rights and obligations of City and the Seller shall terminate, except as otherwise provided herein; and
2) The Escrow Holder is hereby instructed to promptly return to the Seller and City all funds and documents deposited by each Party, respectively, in escrow that are held by the Escrow Holder on the date of the termination.
