Failure of Purchaser Closing Condition. Except as expressly provided in Section 9.4, if any of the Purchaser Closing Conditions is not satisfied at Closing, then Purchaser shall have the right (i) subject to Seller’s right to cure under Section 13.2, to terminate this Agreement by providing written notice to Seller, in which case the Xxxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing.
Failure of Purchaser Closing Condition. If any Purchaser Closing Condition is not satisfied at Closing, then Purchaser shall have the right to (a) terminate this Agreement by providing written notice to Seller, in which case the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination, or (b) waive the failure of such Purchaser Closing Condition and proceed to Closing.
Failure of Purchaser Closing Condition. Except as expressly provided in Section 9.4 hereof, if any Mutual Closing Condition(s) or Purchaser Closing Condition(s) is/are not satisfied at Closing, then Purchaser shall have the right to:
(A) Terminate such Individual Purchase and Sale Agreement by providing written notice thereof to Escrow Agent and Seller, in which even, such Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement (provided, however, that Purchaser shall have no right to terminate such Individual Purchase and Sale Agreement due to the failure of the Purchaser Closing Condition described at Section 9.2.1(I) above unless the estoppel certificates received disclose a previously undisclosed material adverse condition; or
(B) Waive, in writing, any such Mutual Closing Condition(s) and/or Purchaser Closing Condition(s) at or prior to Closing and proceed to Closing, if possible, without abatement of the amount of the Purchase Price allocated to the Property described in such Individual Purchase and Sale Agreement, as set forth on Schedule 3.3.5 attached hereto. If Purchaser terminates an Individual Purchase and Sale Agreement pursuant to this Section 9.2.2, Purchaser shall provide written notice to Escrow Agent and Seller directing Escrow Agent to disburse the amount of the Deposit allocated to the Property described in such Individual Purchase and Sale Agreement, as set forth on Schedule 3.3.5 attached hereto, to Purchaser, in accordance with the Deposit Escrow Agreement, no later than two (2) Business Days after the termination; provided, however, if the Individual Purchase and Sale Agreement is terminated pursuant to this Section 9.2.2 because either a Lender Approval or Franchise Approval was not received by Purchaser with respect to the Property and Purchaser failed for such Property to have commenced, on or prior to the Loan and Franchise Application Date, the application process for the Lender Approval or Franchise Approval, respectively, which was not obtained prior to Closing, or because the Title Company shall have refused to issue the Title Policy for the Property described in such Individual Purchase and Sale Agreement, then Purchaser shall have no right to a refund of the Deposit as to that Property, and the amount of the Deposit allocated to the Property described in such Individual Purchase and Sale Agreement, as set forth on Schedule 3.3.5 attached hereto, shall, instead, be allocated to, among or between, as the case may be, t...
Failure of Purchaser Closing Condition. Except as expressly provided in Section 9.4, if any of the Purchaser Closing Conditions is not satisfied at Closing, then Purchaser shall, as Purchaser’s sole and exclusive remedy, have the right, by providing written notice to Seller, to (i) subject to Seller’s right to cure under Section 13.2 and to the remedies available to Purchaser in the event the failure of such Purchaser Closing Condition is due to a default hereunder by Seller pursuant to Section 13.2, to terminate this Agreement, in which case the Xxxxxxx Money, less the Independent Consideration, shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing. Notwithstanding the foregoing, if there is a Condemnation of all or any portion of the Real Property prior to Closing which makes Seller’s representation and warranty in Section 7.1.5 hereof untrue or inaccurate at Closing, Purchaser’s sole and exclusive remedy shall be as set forth in Section 14.2. 9.
Failure of Purchaser Closing Condition. If Purchaser determines, in Purchaser's reasonable direction, that any of the above Purchaser Closing Conditions cannot be met to Purchaser's satisfaction prior to Closing, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract will be terminated, Seller will retain the Independent Consideration, and Title Company will refund the Xxxxxxx Money to Purchaser, and thereafter neither Seller nor Purchaser will have any continuing rights or obligations hereunder other than those which survive termination of this Contract as expressly set forth herein. Notwithstanding the foregoing, if any of the Purchaser Closing Conditions cannot be met to Purchaser's satisfaction prior to Closing due to Seller's breach of its obligations or covenants set forth in this Contract, Purchaser shall have the rights and remedies set forth in Section 16(a) below.
Failure of Purchaser Closing Condition. Subject to the provisions of Section 12.01, if any closing condition set forth in Section 9.01 is not satisfied at Closing, then Purchaser shall have the right either (i) to terminate this Agreement by providing written notice to such effect to Seller, in which case, subject to the provisions of Section 3.01(d), the Deposit shall be refunded to Purchaser or (ii) to waive such closing condition at or prior to Closing. Notwithstanding the foregoing, if the failed closing condition is reasonably susceptible to cure by Seller, then Seller shall have the one time right to extend the Closing Date for up to thirty (30) days in order to allow such cure by giving notice to such effect to Purchaser on or before the scheduled Closing Date, which notice shall include a covenant of Seller to use all commercially reasonable diligent efforts to effect such cure.
Failure of Purchaser Closing Condition. If any of the Purchaser Closing Conditions is not satisfied at Closing because of a Seller Default, then Purchaser shall have the rights set forth in Section 12.1. If any of the Purchaser Closing Conditions is not satisfied at Closing (other than as a result of Seller Closing Condition not being satisfied or waived or as a result of a Purchaser Default), then Purchaser shall have the right (i) to terminate this Agreement by providing written notice to Seller, in which case the Exxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing or (iii) upon written notice to Seller, postpone the Closing for up to five (5) Business Days to allow additional time for applicable Purchaser Closing Condition to be satisfied.
Failure of Purchaser Closing Condition. The Purchaser Closing Conditions are for the benefit of Purchaser, and Purchaser shall have the right to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in writing executed by Purchaser. Notwithstanding the foregoing, in the event a Purchaser Closing Condition is not satisfied at or prior to Closing and Purchaser nevertheless closes the transactions described in this Agreement, then Purchaser shall be deemed to have waived such Purchaser Closing Condition as a condition precedent to Closing, but the foregoing waiver shall not be deemed to be a waiver of any other rights of the waiving Party under this Agreement.
Failure of Purchaser Closing Condition. If Purchaser determines, in Purchaser’s reasonable discretion, that any of the above Purchaser Closing Conditions cannot be met to Purchaser’s satisfaction prior to Closing, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract will be terminated, Seller will retain the Independent Consideration, and Title Company will refund the Xxxxxxx Money and any Extension Fee to Purchaser and, provided that Seller is not in default hereunder beyond applicable cure periods, release the Extension Fee on deposit to Seller, and thereafter neither Seller nor Purchaser will have any continuing rights or obligations hereunder other than those which survive termination of this Contract as expressly set forth herein. Notwithstanding the foregoing, if any of the Purchaser Closing Conditions cannot be met to Purchaser’s satisfaction prior to Closing due to Seller’s breach of its obligations or covenants set forth in this Contract, Purchaser shall have the rights and remedies set forth in Section 16(a) below.
Failure of Purchaser Closing Condition. If any one or more of the Purchaser Closing Conditions are not satisfied at Closing, then Purchaser shall have the right to (a) terminate this Agreement by providing written notice thereof to Seller, in which case the Xxxxxxx Money shall be promptly returned to Purchaser, and the parties shall have no further obligations hereunder except for the Surviving Obligations, or (b) provided all conditions precedent to Seller’s obligation to close its sale of the Property pursuant hereto have been satisfied or waived by Seller, waive any such Purchaser Closing Conditions at or prior to Closing and proceed to Closing without abatement of the amount of the Purchase Price, it being acknowledged and agreed that Purchaser’s payment of the Purchase Price at Closing shall be evidence of such waiver and upon payment of the Purchase Price all Purchaser Closing Conditions shall be deemed satisfied.
