- Failure of Contingencies Sample Clauses

- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied, waived or deferred by the parties in writing, within the period of time set forth above, then, upon written notice, either party may terminate this Agreement. In such event, neither party shall have any further responsibility or liability to the other. The Developer reserves the right, at its option, to waive or defer any one or more of the conditions precedent.
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- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied or waived by the Owner, or the Contractor in the case of a failure of the contingency in subparagraph (f) caused by Owner ("Owner's Default"), in writing at the time of Closing or within such other period of time set forth above applicable to such contingency, then, upon notice to the Contractor (or the Owner, in the case of Owner's Default) and a fifteen (15) day period during which Contractor (or the Owner, in the case of Owner's Default) may cause such contingency to be satisfied, the Owners (or the Contractor, in the case of Owner's Default) may terminate this Agreement. In such event, neither party shall have further responsibility or liability to the other except for Contractor' 5 indemnification of the Owner pursuant to Section 5.3, which shall survive the Closing or the termination of this Agreement.
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- Failure of Contingencies. If any contingency is not satisfied, this Agreement shall be voidable by the Seller written notice given to the Buyer by personal delivery, or sent to the following address by certified or registered mail, return receipt requested: District Administrator, Two Rivers Public School District, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxx, XX 00000. If notice is given by personal delivery, it is effective on the date of delivery. If notice is given by mail, it shall be deemed effective two days after the date of mailing.
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- Failure of Contingencies. In the event any of the contingencies and conditions have not been met, or will not be met in Purchaser's judgment, by the Closing Date or extensions thereof, Purchaser shall have the sole right and option to waive any contingency or condition, or to declare this Agreement terminated. Seller shall also have the right to terminate this Agreement if the above-described contingency related to the Development Agreement has not been met, or will not be met in Seller's judgment, by the Closing Date or extensions thereof. If this Agreement is timely and properly terminated by either Party, Purchaser shall have the Xxxxxxx Money (defined below) paid by Purchaser, along with any accrued interest, returned to Purchaser immediately. If Purchaser does exercise its option to declare this Agreement terminated and to receive a return of the Xxxxxxx Money paid by Purchaser, or if this Agreement otherwise becomes terminated, Purchaser shall have no further obligation or liability under this Agreement, except for those indemnities, defense, and hold-harmless obligations of Purchaser set forth in Section 3 above or as expressly set forth elsewhere in this Agreement as surviving termination of this Agreement. In addition, the Parties shall each be solely responsible for and shall hold the other harmless for any expenses, costs, damages, claims, lawsuits and judgments, including and not limited to expenses and attorneys' fees, incurred by each of them respectively as a result of this Agreement, except for those indemnities, defense, and hold-harmless obligations of Purchaser set forth in Section 3 above or as expressly set forth elsewhere in this Agreement as surviving termination of this Agreement. Alternatively, in the event any of the contingencies have not been satisfied as of the closing date Purchaser shall have the right to extend the contingency period and closing date for one (1) sixty (60) day period beyond the scheduled closing date, upon providing notice to Seller of its intent to extend no later than the date set for closing.
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- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied, waived or deferred by Purchaser and Seller in writing, within the applicable period of time set forth above, then, upon Notice, either party may terminate this Agreement. In such event, neither party shall have further responsibility or liability to the other except that the Purchaser shall, at Seller's cost and expense, promptly apply for, and diligently use its reasonable best efforts to obtain from the Department, a change of ownership of the DON to the Seller or its nominee. Seller reserves the right, at its option, to waive or defer any one or more of the conditions precedent.
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- Failure of Contingencies. (a) If either Seller or Purchaser timely notifies the other of the failure of one or more of its Contingencies, then the notifying party may with an additional five (5) days notice elect to terminate this Agreement, in which event, Purchaser shall be entitled to a return of the Xxxxxxx Money. If Purchaser fails to give notice of termination, then Purchaser shall be conclusively deemed to have elected to acquire the Property. (b) In the event (i) this Agreement is terminated by Purchaser or Seller in accordance with the terms hereof or (ii) Purchaser fails to purchase the Property in accordance with the terms hereof, Purchaser shall promptly deliver to Seller all written planning, architectural, engineering, soils, environmental, market research, and related materials in Purchaser’s possession or control pertaining to the Property (including, without limitation, studies and reviews conducted or reports or documents generated through Purchaser’s investigation of the Property); provided, that any Confidential Information (defined in Section 10.16) of Purchaser in such work product may be redacted before it is turned over to
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Related to - Failure of Contingencies

  • Failure of Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.

  • Failure of Condition If all of the conditions to Closing set forth above in Section 5.1.1 have not been satisfied by the Closing Date, provided the same is not the result of Developer’s failure to perform any obligation of Developer hereunder, Developer shall have the option to: (i) waive such condition and proceed to Closing hereunder; (ii) terminate this Agreement by written notice to District, whereby District will release the Initial Deposit to Developer and the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing for up to three (3) months to permit District to satisfy the conditions to Closing set forth in Section 5.1.1. In the event Developer proceeds under clause (iii), Closing shall occur within thirty (30) days after the conditions precedent set forth in Section 5.1.1 have been satisfied, but if such conditions precedent have not been satisfied by the end of the three (3) month period, provided the same is not the result of Developer’s failure to perform any obligation of the Developer hereunder, the Developer may again proceed under clause (i) or (ii) above. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be of no further force and effect, except those provisions that expressly survive termination.

  • COMMITMENTS AND CONTINGENCIES As of June 30, 2015, future minimum net payments under all operating leases are as follows (in thousands): Six months ending December 31, 2015 $ 87 $ 24 $ 111 Years ending December 31, 2017 — — — Total minimum net payments $ 87 $ 24 $ 111 Less: amount representing interest — Present value of net minimum payments 111 Less: current portion (111 ) Long-term portion of capital lease obligations $ — In August 2009, the Company entered into an agreement to sublease office space for its headquarters in San Francisco, California, under an operating lease that commenced in November 2009 and expires on December 30, 2014. In July 2012, the Company entered into an agreement to sublease this subleased office space under terms generally equivalent to its existing commitment for a term that commenced in August 2012 and expires in December 2014. In August 2013, the Company leased office space of approximately 2,341 square feet for its corporate office in San Francisco, California under a five year lease that commenced in September 2014 and expires on August 31, 2018. On October 15, 2014, the Company terminated this lease, closed the office and was released from all obligations under this lease. The Company leases office space in Los Angeles, California of approximately of 4,803 square feet. The lease expires in August 2015. The Company entered into a 30-month operating lease agreement for various network operating equipment beginning in the fourth quarter of 2013. Rent expense under all operating leases was not significant for each of the three months ended June 30, 2015 and 2014, respectively.

  • FUNDING CONTINGENCY a. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to completion of the work in this Contract, DCYF may: (1) Terminate this Contract with ten (10) days advance notice. If this Contract is terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Contract prior to the effective date of termination; (2) Renegotiate the terms of the Contract under the new funding limitations and conditions; (3) After a review of project expenditures and deliverable status, extend the end date of this Contract and postpone deliverables or portions of deliverables; or (4) Pursue such other alternatives as the parties mutually agree to in writing. b. Any termination under this Section (FUNDING CONTINGENCY) shall be considered a Termination for Convenience.

  • Financing Contingency The Buyer’s obligations herein are contingent on the Buyer’s obtaining financing to pay the balance on the Purchase Price. The Buyer must present to the Seller a binding commitment for financing the purchase of the Property within days from the Effective date. The terms of the financing must be acceptable to and approved by the Buyer who shall not unreasonably withhold such approval. In the event that the Buyer fails to obtain financing within the time allotted, this Agreement shall automatically terminated and all funds paid by the Buyer shall be returned to the Buyer after deducting all reasonable costs incurred by the Seller in good faith in relation this Agreement.

  • No Financing Contingency By participating in this auction, bidders hereby agree that their bid shall NOT be subject to the bidder’s ability to obtain financing. Financing is NOT a contingency in the purchase agreement. However, if a bidder decides to purchase property with a loan, they should make sure they are approved for a loan and that lender is capable of completing on or before closing date.

  • Construction Contingency The proposed GMP Change Order shall include, as a separately identified item, a Construction Contingency sum in an initial amount (subject to increase or decrease) against which Design-Builder can draw at its election for the purposes set forth in Section 4 Part 4. The initial Construction Contingency sum shall include the contingency amounts stated in all accepted Component Change Orders.

  • BUDGET CONTINGENCY If the Budget Act of the current year covered under this Grant Agreement does not appropriate sufficient funds for this program, this Grant Agreement shall be of no force and effect. This provision shall be construed as a condition precedent to the obligation of the State to make any payments under this Grant Agreement. In this event, the State shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Grant Agreement and the Grantee shall not be obligated to perform any provisions of this Grant Agreement. Nothing in this Grant Agreement shall be construed to provide the Grantee with a right of priority for payment over any other Grantee. If funding for any fiscal year after the current year covered by this Grant Agreement is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Grant Agreement with no liability occurring to the State, or offer a Grant Agreement amendment to the Grantee to reflect the reduced amount.

  • FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the State does not pay the Contractor within seven days after the date established in the Contract Documents any amount certified by the Architect or awarded by alternative dispute resolution proceedings, then the Contractor may, upon seven additional days written notice to the State and the Architect, stop the Work until payment of the amount owing has been received. The Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, which shall be effected by appropriate Change Order in accordance with Paragraph 12.3.

  • No Failure to Cure Default The Seller has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;

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