Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Sections 4.1 or 4.2 are not fulfilled or waived, the party benefited by such conditions may, by written notice to the other party, terminate this Contract, whereupon all rights and obligations hereunder of each party shall terminate except those that expressly survive any termination. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Sections 4.1 and 4.2 above. In the event this Contract is terminated as a result of any condition set forth in Section 4.1, Purchaser, as its sole and exclusive remedy, shall be entitled to a refund of the Xxxxxxx Money, less the applicable Independent Contract Consideration (which shall be paid to Seller). In any event, Purchaser’s consent to the close of escrow pursuant to this Contract shall waive any remaining unfulfilled conditions, and any liability on the part of Seller for breaches of covenants, representations and warranties of which Purchaser had knowledge as of the Closing.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Section 3.1 (Conditions) are not fulfilled or waived, the party benefited by such condition may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end except with respect to any indemnification obligations arising prior to such termination. Notwithstanding any contrary provision of this Agreement: (i) Buyer shall be deemed to have completed the inspection and approval described in Section 3.1.1(a) above and the conditions set forth in Section 3.1.1(a) and 3.1.1(b) shall be deemed satisfied or waived with respect to all matters described therein unless Buyer delivers to Seller written notice of failure of such condition on or prior to the close of the Inspection Period; and (ii) if this Agreement is terminated by written notice from Buyer to Seller of the failure of a condition set forth in Section 3.1.1 above prior to the end of the Inspection Period, the full amount of the Deposit shall be immediately returned to Buyer. In any event, the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions as a condition to the Closing. For avoidance of doubt, the failure of one or more conditions precedent in Section 3.1.1 (a) or Section 3.1.2 shall not entitle Buyer to a refund of the Deposit.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Section 5.1 or 5.2 do not occur as of the Closing Date, or such earlier date as set forth above, or have not been waived in writing by Buyer or Seller, respectively, the party for whose benefit the failed condition exists may terminate this Agreement by written notice to the other party, the Deposit will be returned to Buyer, and neither party shall have any further obligation to the other, other than as stated in the Agreement. Buyer and Seller may, at their election, at any time or times on or before the Closing Date, waive in writing the benefit of any of the conditions set forth in Section 5.1 or 5.2. A party’s waiver of any condition to the Closing shall not constitute a waiver by that party of any other unsatisfied conditions, or of such party’s right to terminate this Agreement based on said other unsatisfied conditions, unless such waiver is specified in writing by such party. Buyer and Seller agree to cooperate and to use all reasonable efforts to fulfill the conditions set forth herein.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Section 3.1 are not fulfilled or waived by the party intended to be benefited thereby, this Agreement shall terminate. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 3.1(a) and 3.1(b) above. Buyer's failure to notify Seller in writing of the failure of any of the conditions set forth in Section 3.1(a) on or before the date specified for satisfaction shall constitute a waiver of such condition. In any event, Buyer's consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions.
Failure or Waiver of Conditions Precedent. If other than as a result of a default by either party (in which case Article VI shall apply), any of the conditions set forth in Sections 4.6 or 4.7 are not fulfilled or waived on or before the Outside Closing Date, the sole and exclusive remedy available to the party benefited by such conditions shall be to terminate this Agreement by written notice to the other party, whereupon the Xxxxxxx Money shall be refunded to Purchaser (less Purchaser’s share of any escrow charges) and all rights and obligations hereunder of each party shall be at an end except those that expressly survive any termination of this Agreement. Either party benefited by a condition set forth in Sections 4.6 and 4.7 above may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of such condition. The parties’ consummation of the Closing pursuant to this Agreement shall waive any remaining unfulfilled conditions and any liability on the part of the other party for breaches of representations and warranties of which such party had actual knowledge as of the Closing.
Failure or Waiver of Conditions Precedent. In the event either contingency set forth in Sections 3.1 and 3.2 is not satisfied due to reasons or events that are not the result of the breach of this Agreement by the party intended to be benefited by such condition, or such condition is not waived by notice by the party intended to be benefited thereby, then by notice from the party intended to be so benefited to the other, this Agreement shall terminate and the parties shall not have any obligations accruing following such termination except those which explicitly survive termination in accordance with the express provisions of this Agreement. In any event, a party may not terminate this Agreement pursuant to this Section 3.4 if the failure of a condition for the benefit of that party is the result of an Event of Default by that party, it being the intent of the parties that any Event of Default shall be addressed in accordance with the provisions of Article 7 of this Agreement. In no event shall Seller’s failure to terminate all Leases and/or any Tenant’s failure to vacate be deemed a breach of Seller’s obligations under this Agreement. Within one (1) Business Day following a termination pursuant to this Section 3.4, Seller shall take all such actions as may be required by the Title Company to cause the Title Company to disburse the Deposit and all interest accrued thereon to Buyer. Upon any termination of this Agreement other than due to Seller’s Event of Default, Buyer shall pay any escrow cancellation charge. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive by notice to the other party any of the conditions for its benefit set forth in Sections 3.1 and 3.2 above. 3.5 Buyer’s Review and Seller’s Disclaimer. 3.5.1 Until the termination of this Agreement, subject to the rights of Tenants pursuant to their respective Leases and the conditions set forth below, and upon at least one (1) Business Day’s prior notice to Seller, Buyer, its employees, consultants and contractors, shall be permitted to make a physical inspection of the Property. Within two (2) business days following the Effective Date, shall make available to Buyer and its representatives in an electronic virtual file room any and all documents and information relating to the Property (excluding Seller entity ownership and entity financial documents) in Seller’s possession, including information regarding the physical condition of the Property, construction ...
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Sections 4.18 or 4.19 are not fulfilled or waived, the party benefited by such condition may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end. No such termination shall relieve either party of any obligations or liabilities arising as a consequence of a breach or default under this Agreement or in respect of any claim under any indemnification provision set forth in this Agreement. Purchaser and Seller may, at their election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth, respectively, in Sections 4.18 or 4.19. In the event this Agreement is terminated as a result of the failure of any condition set forth in Sections 4.18 or 4.19 (or as a result of any other event giving rise to a right on the part of Purchaser to terminate this Agreement), Seller shall within one business day direct Title Company to return the full amount of the Deposit to Purchaser. In addition, if for any reason, this Agreement is terminated based upon the failure of either or both of the conditions set forth in Sections 4.18(e) or 4.19(e), Seller shall pay to Purchaser within five (5) business days following such termination an additional amount equal to (a) One Million Dollars ($1,000,000) plus (b) Purchaser’s reasonable out-of-pocket expenses incurred in connection with the transaction contemplated by this Agreement, up to a maximum amount of Three Hundred Seventy-Five Thousand Dollars ($375,000).
Failure or Waiver of Conditions Precedent. (a) If any of the conditions set forth in Section 3.1(a)(i) or (iii) is not fulfilled or waived by Buyer with respect to a particular Property, Buyer may, by written notice to Transferors, terminate this Agreement with respect to the applicable Property and such Property shall be treated as a Deleted Property. If the condition set forth in Section 3.1(b)(ii) is not fulfilled or waived, Transferors may, by written notice to Buyer, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 3.1(a) and 3.1(b) above. In any event, Buyer's consent to the close of escrow with respect to a Property pursuant to this Agreement shall waive any remaining unfulfilled conditions for the benefit of Buyer with respect to such Property.
Failure or Waiver of Conditions Precedent. Except as otherwise set forth in Sections 3.1 or 3.2 above, in the event any of the conditions set forth in Sections 3.1 or 3.2 are not fulfilled or waived by the party intended to be benefited thereby, then by notice from the party intended to be so benefited to the other, this Agreement shall terminate and all rights and obligations and the parties shall not have any obligations accruing following such termination except those which explicitly survive. In such event, the Deposit shall be returned to Buyer, subject to Section 2.6 above and Buyer shall promptly deliver to Seller all documents previously obtained from Seller and all copies thereof. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Sections 3.1 and 3.2 above. If a party does not give timely notice to the other of its approval of a condition precedent for its benefit, that party shall be deemed to have approved such condition and such condition shall be deemed to have been satisfied. The consent to the close of Escrow for the purchase of the Property pursuant to this Agreement shall waive any remaining unfulfilled conditions in favor of the consenting party.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Sections 4.6 or 4.7 are not fulfilled or waived on or before the Closing Date, the party benefited by such conditions may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end except those that expressly survive any termination. Either party benefited by a condition set forth in Sections 4.6 and 4.7 above may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of such condition. Buyer’s consent to the Closing pursuant to this Agreement shall waive any remaining unfulfilled conditions, and any liability on the part of Seller for breaches of representations and warranties of which Buyer had knowledge as of the Closing. If Buyer terminates this Agreement due to the failure of any condition set forth in Section 4.6 not being satisfied, then the Xxxxxxx Money shall be refunded to Buyer less one half of any escrow charges and, if applicable, Buyer shall be entitled to exercise its remedies under Section 6.2
