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

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. (a) In the event If any of the conditions set forth in Sections 3.11(a)-(dSection 3.1(a)(i) or Sections 3.12(b)-(c(iii) are is not fulfilled or waived on or before June 30by Buyer with respect to a particular Property, 2011, the party benefited by such condition Buyer may, by written notice to Transferors, terminate this Agreement with respect to the other partyapplicable 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 except end. Either party may, at its election, at any time or times on or before the date specified 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 satisfaction of the parties set forth condition, waive in Article V shall survive any such termination; and, (iii) writing the failure by either party to terminate this Agreement by June 30, 2011 shall be deemed a waiver benefit 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 3.123.1(a) and 3.1(b) above. In any event, 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 Buyer's consent to the other party, terminate close of escrow with respect to a Property pursuant to this Agreement, whereupon all rights and obligations hereunder Agreement shall waive any remaining unfulfilled conditions for the benefit of each party shall be at an end except for remedies in Article V; provided, however, thatBuyer with respect to such Property. (ib) Notwithstanding the foregoing, 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 Buyer desires to terminate this Agreement by with respect to a Property based upon a failure of the Closing Date shall be deemed a waiver of all conditions condition set forth in Section 3.11 3.1(a)(i) or (iii) above, Transferors shall have a period of 30 days within which to cure such failure or, if such failure cannot reasonably be cured within 30 days, an additional reasonable time period of up to an additional 60 days (for a total of 90 days), so long as such cure has been commenced within such 30 days and Section 3.12is at all times diligently pursued. If Transferors have not cured such failure within such cure period then Buyer may elect to terminate this Agreement with respect to the affected Property, in which event such Property shall be treated as a Deleted Property.