Common use of Failure of Seller’s Closing Conditions Clause in Contracts

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 the Seller's ’s Closing Conditions are 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 expressly waived in writing by Purchaser Closing Deliveries at Closing for which there shall be no cure period) then Seller on or prior to shall have the Closing Date, Seller may electright, in Seller's sole and ’s absolute discretiondiscretion (unless such Seller’s Closing Condition Failure was within the control of Seller), to either (i) terminate this Agreement by delivering providing written notice to Buyer and Escrow Holder. If Purchaser, in which case the Deposit shall be disbursed to Seller elects to terminate this Agreement due to the failure in accordance with Section 3.2.5 (unless such termination is as a result of a Seller's ’s Closing Condition OTHER THANunder Sections 7.3.5, with respect 7.3.6 or 7.3.7, in which case the Deposit shall be returned to Subsections 4.3.2(cPurchaser) or (d), to and 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 Parties shall have any no further rights or obligations under this Agreement Agreement, except for those which expressly survive the Surviving Obligations. Nothing contained herein shall be deemed termination, or construed to relieve Buyer of any liability or (ii) waive any of in writing the Seller’s remedies hereunder if Closing Condition and complete the transactions set out herein, in which event Purchaser shall have no liability for 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 AgreementFailure.

Failure of Seller’s Closing Conditions. If any of the Seller's ’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 ’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 ’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.11476794.5 16