Failure of Seller Closing Condition. If any Seller Closing Condition is not satisfied at Closing, then Seller shall have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination, or (ii) waive such Seller Closing Condition and proceed to Closing.
Failure of Seller Closing Condition. Except as expressly provided in Section 9.4, if any of Seller Closing Conditions is not satisfied at Closing, then Seller shall, as Seller’s sole and exclusive remedy, have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the Xxxxxxx Money shall be refunded to Purchaser, less the Independent Consideration in accordance with Section 3.2.4, if the Seller Closing Condition not satisfied is condition (a) or (e) above, or disbursed to Seller in accordance with Section 3.2.3 if the Seller Closing Condition not satisfied is any of conditions (b), (c), or (d) above, and in any case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (iii) waive any of the Seller Closing Conditions at or prior to Closing.
Failure of Seller Closing Condition. Except as expressly provided in Section 9.4, if any Mutual Closing Condition(s) and/or Seller Closing Condition(s) is/are not satisfied at Closing, then Seller shall have the right to:
(A) Terminate any Individual Purchase and Sale Agreement by providing written notice thereof to Escrow Agent and Purchaser, in which even, such Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement; or
(B) Waive, in writing, any such Mutual Closing Condition(s) and/or Seller 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 Seller terminates an Individual Purchase and Sale Agreement pursuant to this Section 9.3.2, Seller shall provide written notice to Escrow Agent and Purchaser 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 Seller, in accordance with the Deposit Escrow Agreement, no later than two (2) Business Days after the termination.
Failure of Seller Closing Condition. If Seller determines, in Seller’s reasonable discretion that any of the above Seller Closing Conditions cannot be met to Seller’s satisfaction prior to Closing, then Seller may terminate this Contract by written notice to Purchaser, whereupon this Contract will be terminated, Seller will retain the Independent Consideration, and Title Company will, provided that Seller is not in default hereunder beyond applicable cure periods, release the Xxxxxxx Money and any Extension Fee on deposit to Seller, and thereafter neither Seller nor Purchaser will have any continuing rights or obligations hereunder other than Purchaser’s indemnity of Seller as provided in Section 5.
Failure of Seller Closing Condition. The Seller Closing Conditions are for the benefit of Seller, and Seller shall the right to waive any of the Seller Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.
Failure of Seller Closing Condition. Subject to the provisions of Section 12.01, if any closing condition set forth in Section 8.01(a) and Section 8.01(b) is not satisfied at Closing and provided all conditions of Article IX have been satisfied by Seller, then Seller shall have the right either (i) to terminate this Agreement by providing written notice to such effect to Purchaser, in which case the Deposit shall be disbursed to Seller in accordance with Article XVI as Seller's sole remedy at law or in equity, and the parties shall have no further rights or obligations under this Agreement, or (ii) to waive such closing condition at or prior to Closing.
Failure of Seller Closing Condition. If any of the Seller Closing Conditions is not satisfied at Closing (other than as a result of a Purchaser Closing Condition not being satisfied or waived or as a result of a Seller Default), then Seller shall have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the Exxxxxx Money shall be disbursed to Seller 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) waive any of the Seller Closing Conditions at or prior to Closing or (iii) upon written notice to Purchaser, postpone the Closing for up to five (5) Business Days to allow additional time for applicable Seller Closing Condition to be satisfied.
Failure of Seller Closing Condition. The Seller Closing Conditions are for the benefit of Seller, and Seller shall the right to waive any of the Seller Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller 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 Seller Closing Condition. If any Seller Closing Condition is not satisfied by the Outside Closing Date, then Seller shall have the right to (i) subject to Purchaser’s rights to cure under Section 13.4, terminate this Agreement by providing written notice to Purchaser, and the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination and provided that nothing herein shall relieve any Party of liability for any intentional breach of any provision of this Agreement, or (ii) waive such Seller Closing Condition and proceed to Closing, provided that any such waiver by Seller shall be made in writing.
Failure of Seller Closing Condition. Except as expressly provided in Section 12.4, if any of the Seller Closing Conditions is not satisfied or waived at Closing, then Sellers shall have the right to adjourn the Closing for up to fifteen (15) days in the aggregate in order to attempt to satisfy and allow Buyer to attempt to satisfy such Seller Closing Conditions, failing which Sellers shall, as Sellers’ sole and exclusive remedy, have the right to (i) terminate this Agreement by providing written notice to Buyer, in which case the Deposit shall be disbursed to Seller and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) waive in writing any of the Seller Closing Conditions at or prior to Closing.
