Failure of Seller’s Closing Conditions. In the event one or more of Seller’s conditions to the Closing set forth in Section 8.2 hereof are not satisfied or otherwise waived by Seller on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of termination to Buyer prior to Closing. Upon any election by Seller to terminate this Agreement and the Escrow pursuant to this Section 8.5(b), the provisions of Section 8.5(c) shall govern.
Failure of Seller’s Closing Conditions. If any of the Seller's Closing Conditions have not been fulfilled within the applicable time periods, Seller may:
4.4.1 waive the Seller's Closing Condition and close in accordance with this Agreement, without adjustment or abatement of the Purchase Price; or
4.4.2 terminate this Agreement by written notice to Buyer.
Failure of Seller’s Closing Conditions. In the event one or more of Seller's conditions to the Closing set forth in Section 8.2 hereof are not satisfied by Buyer or otherwise waived by Seller on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Seller shall have the right to extend the Closing Date for such period of time as reasonably necessary for Buyer to satisfy such condition, not to exceed sixty (60) Calendar Days in the aggregate, by giving written notice to Buyer. If Seller does not make such election to extend, or if Seller makes such election but such condition is not satisfied within such extended period, then Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of termination to Buyer. Upon any election by Seller to terminate this Agreement and the Escrow pursuant to this Section 8.5(b), the provisions of Section 8.5(c) shall govern.
Failure of Seller’s Closing Conditions. If any of the Seller's Closing Conditions are not satisfied or expressly waived in writing by Seller on or prior to the Closing Date, Seller may elect, in Seller's sole and absolute discretion, to terminate this Agreement by delivering written notice to Buyer and Escrow Holder. If Seller elects to terminate this Agreement due to the failure of a Seller's Closing Condition OTHER THAN, with respect to Subsections 4.3.2(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Seller, then (a) Seller may retain the Independent Consideration, the Deposit, to the extent made, as liquidated damages as provided in Section 5.1 below as its sole and exclusive remedy, (b) Buyer shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, including the Seller Deliveries, and (d) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to relieve Buyer of any liability or waive any of Seller’s remedies hereunder if any Seller’s Closing Condition is not satisfied due to a breach by Buyer under this Agreement. This Section 4.5 shall survive any such termination of this Agreement. In the event Seller terminates the Parallel Agreement in accordance with Section 4.5 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.5 in the same manner as the parties are applying clauses (a) through (d) of Section 4.5 of the Parallel Agreement.
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions are not met, Seller may either (a) waive any of Seller’s Closing Conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this Agreement, and, if such failure constitutes a default by Purchaser, exercise any of Seller’s remedies pursuant to Section 9.1 below. Nothing in this Article 8 shall limit or otherwise modify Seller’s right under Section 5.1 above.
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions have not been fulfilled within the applicable time periods, or as extended by agreement in writing by the Parties, Seller may:
9.5.1 Waive the Seller’s Closing Condition and close Escrow in accordance with this Agreement; or
9.5.2 Terminate this Agreement by written notice to Purchaser and Escrow Agent, in which event (a) except as otherwise provided in this Section 9.5.2, Escrow Agent shall deliver the Deposit held by Escrow Agent to Seller, and Seller shall retain the Deposit as liquidated damages, as its sole and exclusive remedy hereunder, in accordance with the terms of Section 8.6 hereof, (b) Escrow Agent shall return all other documents, instruments and funds delivered into Escrow to the Party that delivered the same into Escrow, and (c) to the extent that the failure of any applicable Seller’s Closing Conditions is caused by Purchaser’s default, Purchaser shall pay for all of the cancellation charges of Title Insurer and Escrow Agent, if any, and Seller shall be entitled to its remedies set forth in Section 9.6.
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions described in Section 4.5 above have not been fulfilled within the applicable time periods, Seller may:
(a) Waive the unfulfilled Seller’s Closing Condition and Close in accordance with this Agreement, without adjustment or abatement of the Purchase Price; or
(b) Terminate this Agreement by written notice to Purchaser, in which event Purchaser shall pay for all of the cancellation charges of Title Company and Escrow Agent, if any, and to the extent that the failure of any applicable Seller Closing Condition is caused by a breach of any term or condition of this Agreement by Purchaser, or Purchaser’s failure to timely perform any condition or obligation set forth herein, Seller shall be entitled to pursue its rights and remedies pursuant to the terms of Article 8.
Failure of Seller’s Closing Conditions. If any of Seller's Closing -------------------------------------- Conditions have not been fulfilled within the applicable time periods, Seller may:
6.4.1 waive the Seller's Closing Condition and close in accordance with this Agreement, without adjustment or abatement of the Purchase Price; or
6.4.2 terminate this Agreement by written notice to Buyer and Escrow Agent, in which event (a) Escrow Agent shall deliver the Deposit to Seller (which Seller shall retain as liquidated damages, as its sole and exclusive remedy hereunder, in accordance with the terms of Section 12 hereof), (b) Escrow Agent shall return all other documents, instruments and funds delivered into Escrow to the party that delivered the same into Escrow and (c) Buyer shall pay for all of the cancellation charges of Title Company and Escrow Agent, if any.
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions is not satisfied at Closing (a “Seller’s Closing Condition Failure”), and Purchaser fails to cure such condition failure within five (5) days after written notice from Seller to Purchaser of such failure (excepting a failure to deliver the Purchase Price or Purchaser Closing Deliveries at Closing for which there shall be no cure period) then Seller shall have the right, in Seller’s absolute discretion (unless such Seller’s Closing Condition Failure was within the control of Seller), to either (i) terminate this Agreement by providing written notice to Purchaser, in which case the Deposit shall be disbursed to Seller in accordance with Section 3.2.5 (unless such termination is as a result of Seller’s Closing Condition under Sections 7.3.5, 7.3.6 or 7.3.7, in which case the Deposit shall be returned to Purchaser) and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive the termination, or (ii) waive in writing the Seller’s Closing Condition and complete the transactions set out herein, in which event Purchaser shall have no liability for any Seller’s Closing Condition Failure.
Failure of Seller’s Closing Conditions. Subject to Seller's rights under Section 13.1 hereof with respect to any default by Buyer, if any of the Seller's Closing Conditions have not been fulfilled within the applicable time periods, Seller may:
6.4.1 waive the Seller's Closing Conditions and close Escrow in accordance with this Agreement, without adjustment of the Purchase Price; or
6.4.2 terminate this Agreement by written notice to Buyer and to Escrow Agent, in which event all documents, instruments and funds delivered into Escrow (other than the Deposit, which shall be disbursed in accordance with the terms of Section 13.1 hereof) shall be returned to the party that delivered the same into Escrow, Buyer shall pay for all of the cancellation charges of Title Company and Escrow Agent, if any, and Seller shall be entitled to liquidated damages only as set forth in Section 13.1 hereof.
