Common use of Failure of Conditions Clause in Contracts

Failure of Conditions. In the event Seller shall not be able to convey the Property on the date of Closing in accordance with the provisions of this Agreement, or any condition precedent to Buyer’s obligation to Close expressly set forth herein is not satisfied (through no breach by Buyer of its obligations under this Agreement) or waived, then Buyer shall have the option, as its sole recourse and remedy, exercisable by written notice to Seller at or prior to Closing, of (1) accepting at Closing such title and state of the Property as Seller then possesses and is able to convey and/or waiving any unsatisfied condition precedent, with no deduction from or adjustment of the Purchase Price, or (2) extending the Closing date to allow Seller additional time (but not to exceed 15 days) to cure or satisfy the unsatisfied condition (but without obligation of Seller to do so), or (3) declining to proceed to Closing. In the last event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit shall be returned to Buyer. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller of its obligations under this Agreement, Buyer may pursue any applicable remedies of Buyer for such breach under Section 10.2.

Failure of Conditions. In the event Seller shall not be able to convey title to the Property on the date of Closing Date in accordance with the provisions of this AgreementAgreement or if the Estoppel Certificate Requirement has not been satisfied, Seller shall have the right to extend the Closing Date for up to thirty (30) days in order to provide additional time to satisfy the conditions precedent hereunder. In the event Seller shall not be able to convey title to the Property on the Closing Date (as the same may be extended) in accordance with the provisions of this Agreement or if the Estoppel Certificate Requirement has not been satisfied, and in any condition precedent to Buyer’s obligation to Close expressly set forth herein such case Buyer has performed and is not satisfied (through no in breach by Buyer of its obligations under this Agreement) or waiveddefault hereunder, then Buyer shall have the option, as its sole recourse and remedy, exercisable by written notice to Seller at or prior to Closing, of (1) accepting at Closing such title and state of the Property as Seller then possesses and is able to convey and/or waiving any unsatisfied condition precedent, with no deduction from or adjustment of the Purchase Price, or (2) extending the Closing date to allow Seller additional time (but not to exceed 15 days) to cure or satisfy the unsatisfied condition (but without obligation of Seller to do so), or (3) declining to proceed to Closing. In the last latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit shall be returned to Buyer. In addition The foregoing is not intended to (and notwithstanding) limit the foregoing, if the failure of the condition is due to a breach by Seller of its obligations under this Agreement, Buyer may pursue any applicable remedies rights of Buyer for such breach under in the event of a Seller default as set forth in Section 10.210.2 hereof.

Failure of Conditions. In Seller agrees to use commercially reasonable efforts to satisfy the event conditions set forth in this Article VII to the extent the same are applicable to Seller. If Seller should be unable to satisfy any such condition or conditions set forth in this Article VII, Seller shall not be able to convey the Property on the date of Closing in accordance with the provisions of this Agreementnotify Purchaser, or any condition precedent to Buyer’s obligation to Close expressly set forth herein is not satisfied (through no breach by Buyer of its obligations under this Agreement) or waivedand Purchaser, then Buyer shall have the option, as its sole recourse and remedy, exercisable by written notice to Seller at or to be given prior to the Closing, shall either: (i) waive such condition or conditions and proceed to close; or (ii) cancel this Agreement. If Purchaser elects to cancel this Agreement pursuant to the foregoing provisions, and the failure of (1) accepting at Closing such title and state condition is not due to Seller's breach hereunder, the provisions of the Property Production Agreement (as Seller then possesses and is able herein defined) shall continue to convey and/or waiving any unsatisfied condition precedentbe effective, with no deduction from or adjustment of the Purchase PricePurchaser shall have returned to it all other documents Purchaser either deposited with, or (2) extending the Closing date to allow delivered to, Seller additional time (but not to exceed 15 days) to cure or satisfy the unsatisfied condition (but without obligation of Seller to do so), or (3) declining to proceed to Closing. In the last event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under thereupon this Agreement shall terminate, be deemed null and the Deposit void and neither party shall be returned to Buyer. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller of its obligations have any further obligation or liability under this Agreement, Buyer except as otherwise expressly provided in this Agreement. If Purchaser's cancellation is due to Seller's breach hereunder, and the balance of the provisions of the immediately preceding sentence shall also be in full force and effect without Purchaser, however, waiving any rights it may pursue any applicable remedies have on account of Buyer for such Seller's breach under Section 10.2hereunder pursuant to SECTION 9.4 below.

Failure of Conditions. In the event Seller Sellers shall not be able to convey title to the Property Properties on the date of Closing Date in accordance with the provisions of this Agreement, or any condition precedent to Buyer’s obligation to Close expressly set forth herein proceed to Closing is not satisfied (through no breach by Buyer of its obligations under this Agreement) or waivedtheretofore satisfied, then Buyer shall have the option, as its sole recourse and remedy, exercisable by written notice to Seller at or Sellers prior to Closing, of (1a) accepting at Closing such title and state of the Property as Seller then possesses and is Sellers are able to convey and/or waiving any unsatisfied condition precedent, with no deduction from or adjustment of the Purchase Price, or (2) extending the Closing date to allow Seller additional time (but not to exceed 15 days) to cure or satisfy the unsatisfied condition (but without obligation of Seller to do so), or (3b) declining to proceed to Closing. In the last latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit (together with interest thereon) shall be returned to Buyer. In addition to (and notwithstanding) the foregoing, if the failure The continued accuracy in all material respects of the representations and warranties set forth in Section 16 hereof shall be a condition is due precedent to the Sellers’ obligation to close hereunder. If any representation or warranty set forth in Section 16 shall not be correct in any material respect at or before Closing, the same shall be considered a breach by Seller default of Buyer hereunder, entitling Sellers to terminate this Agreement and receive the Deposit hereunder upon written notice to Buyer of its obligations under this Agreement, Buyer may pursue any applicable remedies of Buyer for such breach under Section 10.2election to do so.

Failure of Conditions. In the event Seller shall not be able to convey title to the Property on the date of Closing Date in accordance with the provisions of this AgreementAgreement or if the Estoppel Certificate Requirement has not been satisfied, Seller shall have the right to extend the Closing Date for up to thirty (30) days in order to provide additional time to satisfy the conditions precedent hereunder. In the event Seller shall not be able to convey title to the Property on the Closing Date (as the same may be extended) in accordance with the provisions of this Agreement or if the Estoppel Certificate Requirement has not been satisfied (and Seller has not extended the Closing Date to attempt to satisfy the Estoppel Certificate Requirement), and in any condition precedent to Buyer’s obligation to Close expressly set forth herein such case Buyer has performed and is not satisfied (through no in breach by Buyer of its obligations under this Agreement) or waiveddefault hereunder, then Buyer shall have the option, as its sole recourse and remedy, exercisable by written notice to Seller at or prior to Closing, of (1) accepting at Closing such title and state of the Property as Seller then possesses and is able to convey and/or waiving any unsatisfied condition precedent, with no deduction from or adjustment of the Purchase Price, or (2) extending the Closing date to allow Seller additional time (but not to exceed 15 days) to cure or satisfy the unsatisfied condition (but without obligation of Seller to do so), or (3) declining to proceed to Closing. In the last latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit shall be returned to Buyer. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller of its obligations under this Agreement, Buyer may pursue any applicable remedies of Buyer for such breach under Section 10.2.

Failure of Conditions. In the event Seller shall not be able to convey title to the Property on the date of Closing Date in accordance with the provisions of this Agreement, Agreement or any condition of the conditions precedent to Buyer’s the obligation of Buyer to Close expressly proceed with the Closing set forth herein is in Section 4 have not satisfied (through no breach by Buyer of its obligations under this Agreement) been fulfilled on or waivedbefore the Closing Date, then Buyer shall have the option, as its sole recourse and remedy, exercisable by written notice to Seller at or prior to Closing, of (1a) accepting at Closing such title and state of the Property as Seller then possesses and is able to convey and/or waiving any unsatisfied condition precedent, with no deduction from or adjustment of the Purchase Price, or (2) extending the Closing date to allow Seller additional time (but not to exceed 15 days) to cure or satisfy the unsatisfied condition (but without obligation of Seller to do so), or (3b) declining to proceed to Closing. In the last latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit (together with interest thereon) shall be returned to Buyer (to the extent previously funded). Nothing in this Section 5 shall limit Buyer. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller of its obligations under this Agreement, Buyer may pursue any applicable ’s remedies of Buyer for such breach under Section 10.2. The continued accuracy in all material respects of the representations and warranties set forth in Section 16 hereof shall be a condition precedent to Seller’s obligation to close hereunder. If any representation or warranty set forth in Section 16 shall not be correct in any material respect at or before Closing, the same shall be considered a default of Buyer hereunder, entitling Seller to terminate this Agreement and receive the Deposit hereunder upon written notice to Buyer of its election to do so.