Common use of Failure of Conditions to Closing Clause in Contracts

Failure of Conditions to Closing. Escrow Agent shall be responsible for confirming, on or before the Closing Date, that the conditions to Closing set forth in Sections 10.1 and 10.2 hereof, and as set forth elsewhere in this Agreement, have been satisfied. Purchaser and Sellers hereby agree to deliver their Notices to Escrow Agent, on or before the Closing Date, of the satisfaction or waiver of all conditions to Closing hereunder, and, in the event that both Purchaser and Sellers specifically notify and instruct Escrow Agent, in writing, to proceed to Closing hereunder, all such conditions to Closing hereunder that are not otherwise satisfied shall be deemed to have been waived by both Purchaser and Sellers. Escrow Agent shall not proceed to Closing hereunder unless both Purchaser and Sellers specifically notify and instruct Escrow Agent to do so. Sellers and Purchaser shall use commercially reasonable efforts to satisfy the closing conditions set forth herein. Each party shall at any time and from time to time after the Closing execute, acknowledge where required, and deliver such further instruments and documents, and take such other action as may be reasonably requested by the other party in order to carry out the purposes of this Agreement. Except as otherwise expressly provided herein, in the event any of the conditions to closing set forth in this Agreement are not satisfied (other than as the result of a default by Purchaser or Sellers under the terms of this Agreement) or waived by the applicable party by the Closing Date, then either Sellers or Purchaser (as applicable) shall have the right at its option to declare this Agreement terminated and null and void, in which case the Deposit shall be immediately returned to Purchaser (and such right shall survive any termination of this Agreement) and each of the parties shall be relieved from further liability to the other, .

Failure of Conditions to Closing. Escrow Agent shall be responsible for confirming, on or before the Closing Date, that the conditions to Closing set forth in Sections 10.1 8.1 and 10.2 8.2 hereof, and as set forth elsewhere in this Agreement, have been satisfied. Purchaser and Sellers hereby agree to deliver their Notices to Escrow Agent, on or before the Closing Date, of the satisfaction or waiver of all conditions to Closing hereunder, and, in the event that both Purchaser and Sellers specifically notify and instruct Escrow Agent, in writing, to proceed to Closing hereunder, all such conditions to Closing hereunder that are not otherwise satisfied shall be deemed to have been waived by both Purchaser and Sellers. Escrow Agent shall not proceed to Closing hereunder unless both Purchaser and Sellers specifically notify and instruct Escrow Agent to do so. Sellers and Purchaser will not take any action that is inconsistent with its obligations under this Agreement in any material respect or that could reasonably be expected to hinder or delay the consummation of the transactions contemplated by this Agreement. Sellers and Purchaser shall use commercially reasonable efforts to satisfy the closing conditions set forth herein. Each party shall at any time and from time to time after the Closing execute, acknowledge where required, and deliver such further instruments and documents, and take such other action as may be reasonably requested by the other party in order to carry out the purposes of this Agreement. Except as otherwise expressly provided herein, in In the event any of the conditions to closing set forth in this Agreement are not satisfied (other than as the result of a default by Purchaser or Sellers under the terms of this Agreement) or waived by the applicable party by the Closing DateDate (other than as a result of a failure of Purchaser to have used commercially reasonable efforts to satisfy its obligations under this Agreement), then either Sellers or Purchaser (as applicable) shall have the right at its option to declare this Agreement terminated and null and void, in which case the Xxxxxxx Money Deposit shall be immediately returned to Purchaser (and such right shall survive any termination of this Agreement) and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

Failure of Conditions to Closing. Escrow Agent shall be responsible for confirming, on or before the Closing Date, that If any of the conditions to Closing set forth in Sections 10.1 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 10.2 hereofthe rights and obligations of Buyer and Seller hereunder shall terminate, and as set forth elsewhere in this Agreement shall be of no further force or effect, except for those matters which, by the express terms of this Agreement, have been satisfied. Purchaser survive the termination of this Agreement; and Sellers hereby agree (ii) All documents deposited by Buyer shall be promptly returned by or through Escrow Agent to deliver their Notices Buyer, and all documents deposited by Seller shall be promptly returned by or through Escrow Agent to Escrow Agent, on or before the Closing Date, of the satisfaction or waiver of all conditions to Closing hereunder, and, Seller; and 13 (iii) Except in the event that both Purchaser and Sellers specifically notify and instruct Escrow Agent, either Buyer or Seller is in writing, to proceed to Closing hereunder, all such conditions to Closing hereunder that are not otherwise satisfied shall be deemed to have been waived by both Purchaser and Sellers. Escrow Agent shall not proceed to Closing hereunder unless both Purchaser and Sellers specifically notify and instruct Escrow Agent to do so. Sellers and Purchaser shall use commercially reasonable efforts to satisfy default under this Agreement (in which case the closing conditions set forth herein. Each party shall at any time and from time to time after the Closing execute, acknowledge where required, and deliver such further instruments and documents, and take such other action as may be reasonably requested by the other party in order to carry out the purposes provisions of Paragraph 20 of this Agreement. Except as otherwise expressly provided herein, Agreement shall apply) or in the event any of the conditions to closing set forth in this Agreement are not satisfied (other than as the result of a default by Purchaser or Sellers that Seller has an outstanding claim for indemnification under the terms of this Agreement) or waived by the applicable party by the Closing Date, then either Sellers or Purchaser Agreement (as applicable) shall have the right at its option to declare this Agreement terminated and null and void, 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 immediately returned promptly delivered by Escrow Agent to Purchaser (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 right shall survive any termination party under Paragraph 9(d) of this Agreement) and each of the parties shall be relieved from further liability to the other, .. (d)

Failure of Conditions to Closing. Escrow Agent shall be responsible for confirming, on or before the Closing Date, that the conditions to Closing set forth in Sections 10.1 and 10.2 hereof, and as set forth elsewhere in this Agreement, have been satisfied. Purchaser and Sellers Seller hereby agree to deliver their Notices to Escrow Agent, on or before the Closing Date, of the satisfaction or waiver of all conditions to Closing hereunder, and, in the event that both Purchaser and Sellers Seller specifically notify and instruct Escrow Agent, in writing, to proceed to Closing hereunder, all such conditions to Closing hereunder that are not otherwise satisfied shall be deemed to have been waived by both Purchaser and SellersSeller. Escrow Agent shall not proceed to Closing hereunder unless both Purchaser and Sellers Seller specifically notify and instruct Escrow Agent to do so. Sellers Seller and Purchaser shall use commercially reasonable efforts to satisfy the closing conditions set forth herein. Each party shall at any time and from time to time after the Closing execute, acknowledge where required, and deliver such further instruments and documents, and take such other action as may be reasonably requested by the other party in order to carry out the purposes of this Agreement. Except as otherwise expressly provided herein, in the event any of the conditions to closing set forth in this Agreement are not satisfied (other than as the result of a default by Purchaser or Sellers Seller under the terms of this Agreement) or waived by the applicable party by the Closing Date, then either Sellers Seller or Purchaser (as applicable) shall have the right at its option to declare this Agreement terminated and null and void, in which case the Deposit shall be immediately returned to Purchaser (and such right shall survive any termination of this Agreement) and each of the parties shall be relieved from further liability to the other, .