Common use of Failure or Waiver of Conditions Precedent Clause in Contracts

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. If In the event any of the conditions set forth in SECTION 4.1 Section 3.1 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted 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 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 Agreementat an end. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(ASection 3.1(a) and SECTION 4.1(B)3.l(b) above. Notwithstanding the foregoing, Buyer's failure to deliver to Seller on or prior to the close of the Inspection Period an executed Inspection Letter in the form attached as Exhibit C, without modification or qualification in any manner whatsoever, shall be deemed a failure of the condition set forth in Section 3.1(a)(i) above. 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 event this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(ASection 3.1(a), the Title Company, as escrow agent, Seller shall return the full amount of the Deposit to Acquiror, together with Buyer. In any interest accrued thereonevent 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 In the event any of the conditions set forth in SECTION 4.1 Paragraphs 5.1 or 5.2 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted by such condition conditions 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 at an end 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 those that expressly survive any rights that a party may have pursuant to Article VI of this Agreementtermination. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(AParagraphs 5.1 and 5.2 above. Notwithstanding the foregoing, Purchaser’s failure to terminate this Agreement prior to the expiration of the Due Diligence Period shall be deemed the complete and irrevocable satisfaction of the condition set forth in Paragraph 5.1(a) above, and SECTION 4.1(B)Purchaser shall not thereafter be entitled to terminate this Agreement based upon the alleged failure of such condition. 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 event this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(A)Paragraph 5.1, the Title Company, as escrow agent, Purchaser shall return the full amount be entitled to a refund of the Deposit Xxxxxxx Money. In any event, Purchaser’s consent to Acquirorthe close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions, together with and any interest accrued thereonliability on the part of Seller for breaches of representations and warranties of which Purchaser had knowledge as of the Closing.

Failure or Waiver of Conditions Precedent. If In the event any of the conditions set forth in SECTION 4.1 Section 3.1 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted 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 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 Agreementat an end. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(ASection 3.1(a) and SECTION 4.1(B)3.1(b) above. Notwithstanding the foregoing, Buyer's failure to deliver to Seller on or prior to the close of the Inspection Period an executed Inspection Letter in the form attached as Exhibit B, without modification or qualification in any manner whatsoever, shall be deemed a failure of the condition set forth in Section 3.1(a)(i) above. 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 event this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(ASection 3.l(a), the Title Company, as escrow agent, Seller shall return the full amount of the Deposit to AcquirorBuyer. In any event, together with Buyer's consent to the close of escrow pursuant to this Agreement shall waive any interest accrued thereonremaining unfulfilled conditions.

Failure or Waiver of Conditions Precedent. If In the event any of the conditions set forth in SECTION 4.1 Section 3.1 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted by such condition may, by written notice to the other party, terminate this Agreement, whereupon all then remaining 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 Agreementat an end. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(ASection 3.1(a) and SECTION 4.1(B)3.1(b) above. In any eventNotwithstanding the foregoing, AcquirorBuyer's consent failure to deliver to Seller on or prior 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 close of the Inspection Period an executed Inspection Letter in the form attached as EXHIBIT B, without modification or qualification in any manner whatsoever, shall be deemed a failure of any the condition set forth in SECTION 4.1(A)Section 3.1(a)(i) above. Moreover, the Title CompanyBuyer's failure to notify Seller in writing on or before July 28, as escrow agent, 1997 that Buyer's Board of Directors has approved this transaction shall return the full amount be deemed a failure of the Deposit to Acquiror, together with any interest accrued thereon.condition set forth in Section 3.1(a)(iii)

Failure or Waiver of Conditions Precedent. If In the event any of the conditions set forth in SECTION 4.1 Section 3.1 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted 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 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 Agreementat an end. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(ASection 3.1(a) and SECTION 4.1(B)3.1(b) above. Notwithstanding any contrary provision of this Agreement, Buyer shall be deemed to have completed the inspection and approval described in Section 3.1(a)(i) above, and the condition set forth in that clause shall be deemed satisfied, unless Buyer delivers to Seller written notice of failure of such condition on or prior to the close of the Inspection Period. 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 event 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, Section 3.1(a): (a) Buyer shall return to Seller all documents and other information generated by, or delivered or made available to, Buyer, including all copies thereof, and (b) the full amount of the Deposit shall be returned to AcquirorBuyer. In any event, together with Buyer’s consent to the close of escrow pursuant to this Agreement shall waive any interest accrued thereonremaining unfulfilled conditions.

Failure or Waiver of Conditions Precedent. If In the event any of the conditions set forth in SECTION 4.1 Section 3.1 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted 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 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 Agreementat an end. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(ASection 3.1(a) and SECTION 4.1(B)3.1(b) above. Notwithstanding any contrary provision of this Agreement, Buyer shall be deemed to have completed the inspection and approval described in Section 3.1(a)(i) above, and the condition set forth in that clause shall be deemed satisfied, unless Buyer delivers to Seller written notice of failure of such condition on or prior to the close of the Inspection Period. 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 event this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(ASection 3.1(a), the Title Company, as escrow agent, Seller shall return the full amount of the Deposit to AcquirorBuyer. In any event, together with Buyer’s consent to the close of escrow pursuant to this Agreement shall waive any interest accrued thereonremaining unfulfilled conditions.

Failure or Waiver of Conditions Precedent. If In the event any of the conditions set forth in SECTION 4.1 Section 3.1 (Conditions) are not fulfilled or waived at or prior to Closingwaived, then the party benefitted 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 cease and terminate and be of no further force or effect at an end except for the Surviving Covenants, unless the other party is able with respect to secure the satisfaction of the noted condition within five (5) Business Days of any indemnification obligations arising prior to such termination notice, in which event this Agreement shall not terminatetermination. Notwithstanding the foregoing, the termination any contrary provision of this Agreement pursuant to this SECTION 4.2 Agreement: (i) Buyer 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 completed the Closing, waive inspection and approval described in writing the benefit of any of Section 3.1.1(a) above and the conditions set forth in SECTION 4.1(ASection 3.1.1(a) and SECTION 4.1(B)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, Acquiror's consent to the Close 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 condition to the Closing. For avoidance of doubt, the failure of any condition set forth one or more conditions precedent in SECTION 4.1(A), the Title Company, as escrow agent, Section 3.1.1 (a) or Section 3.1.2 shall return the full amount not entitle Buyer to a refund of the Deposit to Acquiror, together with any interest accrued thereonDeposit.

Failure or Waiver of Conditions Precedent. If In the event any ----------------------------------------- of the conditions set forth in SECTION 4.1 Section 3.1 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted 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 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 Agreementat an end. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in SECTION 4.1(ASection 3.1(a) and SECTION 4.1(B)3.1(b) above. Notwithstanding the foregoing, Buyer's failure to deliver to Seller on the last day or prior to the close of the Inspection Period an executed Inspection Letter in the form attached as Exhibit B, without modification or qualification in any manner whatsoever, shall be deemed a failure of the condition set forth in Section 3.1(a)(i) above. 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 event this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(ASection 3.1(a), the Title Company, as escrow agent, Seller shall return the full amount of the Deposit Deposit, plus any accrued interest, to AcquirorBuyer. In any event, together with Buyer's consent to the close of escrow pursuant to this Agreement shall waive any interest accrued thereonremaining unfulfilled conditions.

Failure or Waiver of Conditions Precedent. If Without limiting the rights of the parties in Sections 12.1 and 12.2 (as applicable), if any of the conditions set forth in SECTION Sections 4.1 (except Section 4.1(f) which failure shall be governed by the last sentence of this Section 4.5) or 4.2 are not fulfilled or waived at or prior to Closingwaived, then the party benefitted benefited by such condition condition(s) 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 those that expressly survive any rights that a party may have pursuant to Article VI of this Agreementtermination. Either party may, at its election, at any time or times at on or before the Closingdate specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions benefitting such party set forth in SECTION 4.1(A) and SECTION 4.1(B)Sections 4.1 or 4.2. If this Agreement is terminated as a result of the failure to satisfy any condition set forth in Section 4.1, Escrow Agent shall promptly refund the Deposit to Purchaser. In any event, Acquiror's Purchaser’s consent to the Close close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions except and any liability on the part of Sellers for breaches of representations and warranties of which Purchaser had knowledge as otherwise specified by of the provisions Closing. Notwithstanding anything in writing. If this Agreement to the contrary, for the avoidance of doubt, the parties expressly agree that if there is terminated by Acquiror a failure of any of the conditions in Section 4.1(f) and such failure(s) do(es) not, in the aggregate (and without duplication), exceed three and one half percent (3.5%) of the Purchase Price, then Purchaser shall have no right to terminate this Agreement 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 thereonsuch condition.