Failure or Waiver of Conditions Precedent. If any of the conditions set forth in SECTION 4.1 are not fulfilled or waived at or prior to Closing, then the party benefitted by such condition may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or effect except for the Surviving Covenants, unless the other party is able to secure the satisfaction of the noted condition within five (5) Business Days of such termination notice, in which event this Agreement shall not terminate. Notwithstanding the foregoing, the termination of this Agreement pursuant to this SECTION 4.2 shall not be deemed to waive any rights that a party may have pursuant to Article VI of this Agreement. Either party may, at its election, at any time or times at or before the Closing, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(A) and SECTION 4.1(B). In any event, Acquiror's consent to the Close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions except as otherwise specified by the provisions in writing. If this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(A), the Title Company, as escrow agent, shall return the full amount of the Deposit to Acquiror, together with any interest accrued thereon.
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 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. (a) If any of the conditions set forth in Section 3.1(a) is not fulfilled or waived in writing by Buyer, Buyer may, by written notice to Seller, terminate this Agreement. If any of the conditions set forth in Section 3.1(b) is not fulfilled or waived in writing by Seller, Seller may, by written notice to Buyer, terminate this Agreement. 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(a) and 3.1(b) above. In any event, Buyer's consent to the close of escrow with respect to the Properties pursuant to this Agreement shall waive any remaining unfulfilled conditions for the benefit of Buyer with respect to the Properties, but such consent shall not waive Buyer's right with respect to any of Seller's covenants, representations, or warranties which survive Closing as herein provided.
(b) Notwithstanding the foregoing, if Buyer desires to terminate this Agreement based upon a failure of the condition set forth in Sections 3.1 (a)(i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (xi) or (xiii) above, Seller shall have the right (by giving notice to Buyer), but not the obligation, for a period of 30 days within which to cure such failure and the Closing shall be deferred for such curative period. If Seller has not cured such failure within such cure period then Buyer may elect to terminate this Agreement. The parties shall mutually cooperate and use reasonable good faith efforts to obtain the consent of the Lender to this transaction.
(c) In the event this Agreement is terminated by either Seller or Buyer as a result of the failure of a condition precedent which is not waived in writing by the party for whose benefit such condition precedent exists, and other than a termination resulting from a default by Buyer under this Agreement, the Deposit and all interest thereon shall be returned to Buyer.
Failure or Waiver of Conditions Precedent. (a) In the event any of the conditions set forth in Sections 3.11(a)-(d) or Sections 3.12(b)-(c) are not fulfilled or waived on or before June 30, 2011, 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 for remedies in Article V; provided, however, that
(i) if there is a failure by either party to perform any material obligation in this Agreement to be performed by such party, such failure shall be considered a default by such party;
(ii) the rights and remedies of the parties set forth in Article V shall survive any such termination; and,
(iii) the failure by either party to terminate this Agreement by June 30, 2011 shall be deemed a waiver of the conditions set forth in Sections 3.11(a)-(d) or Sections 3.12(b)-(c).
(b) In the event any of the conditions set forth in Section 3.11 or Section 3.12, other than Sections 3.11(a)-(d) or Sections 3.12(b)-(c), are not fulfilled or waived on or before the Closing Date, 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 for remedies in Article V; provided, however, that
(i) if there is a failure by either party to perform any material obligation in this Agreement to be performed by such party, such failure shall be considered a default by such party;
(ii) the rights and remedies of the parties set forth in Article V shall survive any such termination; and,
(iii) the failure by either party to terminate this Agreement by the Closing Date shall be deemed a waiver of all conditions set forth in Section 3.11 and Section 3.12.
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.
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 Outside 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. Purchaser’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 Purchaser had knowledge as of the Closing. If Purchaser 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 Purchaser less Purchaser’s share of any escrow charges.
