Common use of Failure of Conditions Clause in Contracts

Failure of Conditions. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing or any other applicable date specified in this Agreement, such party may, in its sole discretion, either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date, (b) extend the time available for the satisfaction of such condition, or (c) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. If such party elects to proceed pursuant to clause (b) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such party may elect to proceed pursuant to either clause (a) or (c) of the preceding sentence. In the event the failure of a condition precedent for the benefit of either party is not satisfied due to a breach of this Agreement by the other party, the benefitted party’s rights and remedies shall be as set forth in Section 9 (for example, a failure or refusal to perform a party’s obligations under this Agreement or actions resulting in a material title defect).

Failure of Conditions. So long as a party Party is not in default hereunder, if any condition to such partyParty’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or any other applicable date specified in this Agreement, such party Party may, in its sole discretion, either (a) terminate this Agreement by delivering written notice to the other party Party on or before the Closing Date, (b) extend the time available for the satisfaction of such condition, or (c) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall Party will be deemed to have waived any such condition. If such party Party elects to proceed pursuant to clause (b) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such party Party may elect to proceed pursuant to either clause (a) or (c) of the preceding sentence. In the event the failure of a condition precedent for the benefit of either party Party is not satisfied due to a breach of this Agreement by the other party, the benefitted party’s rights and remedies shall be as set forth in Section 9 Party (for example, a failure or refusal to perform a partyParty’s obligations under this Agreement or actions resulting Agreement), the benefitted Party’s rights and remedies will be as set forth in a material title defect)Section 10.

Failure of Conditions. So long as a party Party is not in default hereunder, if any condition to such partyParty’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or any other applicable date specified in this Agreement, such party Party may, in its sole discretion, either (a) terminate this Agreement by delivering written notice to the other party Party on or before the Closing Date, (b) extend the time available for the satisfaction of such condition, or (c) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party Party shall be deemed to have waived any such condition. If such party Party elects to proceed pursuant to clause (b) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such party Party may elect to proceed pursuant to either clause (a) or (c) of the preceding sentence. In the event the failure of a condition precedent for the benefit of either party Party is not satisfied due to a breach of this Agreement by the other partyParty (for example, a failure or refusal to perform a Party’s obligations under this Agreement), the benefitted partyParty’s rights and remedies shall be as set forth in Section 9 (for example, a failure or refusal to perform a party’s obligations under this Agreement or actions resulting in a material title defect)10.