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

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) If any of the conditions set forth in Section 3.1(a) is not fulfilled or waived in writing by BuyerBuyer as to any specific Property, Buyer may, by written notice to Seller, terminate this AgreementAgreement as to such Property, but not as to any other Property or Properties. If any of the conditions set forth in Section 3.1(b) is not fulfilled or waived in writing by SellerSeller as to any specific Property, Seller may, by written notice to Buyer, terminate this AgreementAgreement as to such Property, but not as to any other Property or Properties. 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 any specific Property pursuant to this Agreement shall waive any remaining unfulfilled conditions for the benefit of Buyer with respect to the Propertiessuch Property, but such consent shall not waive Buyer's right with respect to any of the other Properties or of Seller's covenants, representations, or warranties which survive Closing as herein provided. (b) Notwithstanding anything to the foregoingcontrary contained in Section 3.2(a), if Buyer desires to terminate this Agreement as to any Property or Properties based upon a failure of the condition conditions set forth in Sections 3.1 (a)(i3.1(a)(i), (iiiii), (iv), (v), (vi), (vii), or (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 as to such affected Properties only 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 Agreement as to obtain the consent of the Lender to this transactionsuch affected Property. (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) If In the event ------------------------------------------ any of the conditions set forth in Section 3.1(a) is 3.1 are not fulfilled or waived in writing waived, the party benefitted by Buyer, Buyer such condition may, by written notice to Sellerthe other party, terminate this Agreement. If any , whereupon all then remaining rights and obligations hereunder of each party shall be at an end and, in the event of the conditions failure of a condition set forth in Section 3.1(b) is not fulfilled or waived in writing by Seller3.1(a), Seller maythe Deposit, by written notice together with interest, shall be returned 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 Section 3.1(a) and 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, 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 periodconditions. 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 prior to the end of the Inspection Period based on the failure of a condition precedent which is not waived set forth in writing Section 3.1(a)(i) (as evidenced by the party for whose benefit written notice of such condition precedent exists, and other than a termination resulting from a default given by Buyer under this Agreementto Seller and Title Company on or prior to the close of the Inspection Period), then, within two (2) business days following Title Company's receipt of Buyer's demand therefor, Title Company is hereby instructed, without the need for further mutual instructions from the parties (and notwithstanding any contrary instruction from either Buyer or Seller), to immediately deliver the Deposit and all interest accrued thereon shall be returned to Buyer.Buyer and to cancel the Escrow. Title Company is instructed not to accept any modification of this instruction unless such modification is on a single document signed by both Buyer and

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)(i3.1(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) If any of the conditions set forth in Section 3.1(a) is SECTION 4.1 are not fulfilled or waived in writing at or prior to Closing, then the party benefitted by Buyer, Buyer such condition may, by written notice to Sellerthe other party, terminate this Agreement. If any , 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 conditions set forth noted condition within five (5) Business Days of such termination notice, in Section 3.1(b) is which event this Agreement shall not fulfilled or waived in writing by Sellerterminate. Notwithstanding the foregoing, Seller may, by written notice the termination of this Agreement pursuant to Buyer, terminate 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 on at or before the date specified for the satisfaction of the conditionClosing, waive in writing the benefit of any of the conditions set forth in Sections 3.1(aSECTION 4.1(A) and 3.1(b) aboveSECTION 4.1(B). In any event, BuyerAcquiror's consent to the close Close of escrow with respect to the Properties pursuant to this Agreement shall waive any remaining unfulfilled conditions for except as otherwise specified by 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 provisions in writing. If this Agreement based upon is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(A) or by Meridian as a result of the failure of the condition set forth in Sections 3.1 (a)(iSECTIONS 4.1(B)(I), (iii)the Title Company, as escrow agent, shall return the full amount of the Deposit to Acquiror, together with any interest accrued thereon. Notwithstanding anything to the contrary contained herein, (iv), i) Acquiror may only waive the condition set forth in SECTION 4.1(A)(XV) hereof if all of Acquiror's conditions precedent in each of the Outlot Purchase Agreements (v), (vi), (vii), (viii), (ix), (xi) or (xiii) above, Seller other than those under which the seller thereunder 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 defaulted) shall have been satisfied or waived and the Closing purchaser thereunder shall be deferred for such curative period. If Seller has not cured such failure within such cure period then Buyer ready, willing and able to close thereunder, and (ii) Meridian may elect to terminate this Agreement. The parties shall mutually cooperate and use reasonable good faith efforts to obtain only waive the consent conditions set forth in SECTION 4.1(B)(III) hereof if all of the Lender to this transaction. (c) In the event this Agreement is terminated by either Seller or Buyer as a result seller's conditions precedent in each of the failure of a condition precedent which is not waived in writing by the party for whose benefit such condition precedent exists, and Outlot Purchase Agreements (other than a termination resulting from a default by Buyer those under this Agreement, which Acquiror shall have defaulted) shall have been satisfied or waived and the Deposit and all interest thereon sellers thereunder shall be returned ready, willing and able to Buyerclose thereunder.