Common use of Failure to Satisfy Conditions Clause in Contracts

Failure to Satisfy Conditions. Subject to the default provisions in Section 14 herein if any of Seller’s or Purchaser’s respective conditions precedent are not fully or timely satisfied on or before the Closing Date, the party whose conditions precedent were not satisfied shall have the option to: (i) waive any or all of its conditions precedent and proceed to closing the transactions contemplated hereby; or (ii) terminate this Agreement and Seller’s and Purchaser’s respective obligations to sell or purchase the Property, as applicable, by giving written notice thereof to the other party and Escrow Agent on or before the Closing Date. In the event either of Seller or Purchaser gives such notice as aforesaid to terminate this Agreement, Seller’s obligation to sell and Purchaser’s obligation to purchase the Property shall be deemed, without notice, grace or further act of any party, to be automatically null and void and of no force or effect, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder, except pursuant to such provisions hereof as expressly survive the termination of this Agreement. Further, if this Agreement is terminated by written notice given as aforesaid, Purchaser shall promptly return the Study Materials to Seller (at no cost to Seller), and Escrow Agent shall, subject to the default provisions in Section 14 herein, immediately return the Deposit to Purchaser.

Failure to Satisfy Conditions. Subject to the default provisions in Section 14 herein if any of Seller’s or Purchaser’s respective conditions precedent (including, in the case of Purchaser, by way of illustration and not limitation, the satisfaction of the Loan Assumption Condition Precedent) are not fully or timely satisfied on or before the Closing Date, the party whose conditions precedent were not satisfied shall have the option to: (i) waive any or all of its conditions precedent and proceed to closing the transactions contemplated hereby; or (ii) terminate this Agreement and Seller’s and Purchaser’s respective obligations to sell or purchase the Property, as applicable, by giving written notice thereof to the other party and Escrow Agent on or before the Closing Date. In the event either of Seller or Purchaser gives such notice as aforesaid to terminate this Agreement, Seller’s obligation to sell and Purchaser’s obligation to purchase the Property shall be deemed, without notice, grace or further act of any party, to be automatically null and void and of no force or effect, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder, except pursuant to such provisions hereof as expressly survive the termination of this Agreement. Further, if this Agreement is terminated by written notice given as aforesaid, Purchaser shall promptly return the Study Materials to Seller (at no cost to Seller), and Escrow Agent shall, subject to the default provisions in Section 14 herein, immediately return the Deposit to Purchaser.

Failure to Satisfy Conditions. Subject to the default provisions in Section 14 herein if any of Seller’s or Purchaser’s respective conditions precedent (including, in the case of Purchaser, by way of illustration and not limitation, the satisfaction of each of the Loan Commitment Condition Precedent and the Loan Funding Condition Precedent) are not fully or timely satisfied on or before the Closing Date, the party whose conditions precedent were not satisfied shall have the option to: (i) waive any or all of its conditions precedent and proceed to closing the transactions contemplated hereby; or (ii) terminate this Agreement and Seller’s and Purchaser’s respective obligations to sell or purchase the Property, as applicable, by giving written notice thereof to the other party and Escrow Agent on or before the Closing Date. In the event either of Seller or Purchaser gives such notice as aforesaid to terminate this Agreement, Seller’s obligation to sell and Purchaser’s obligation to purchase the Property shall be deemed, without notice, grace or further act of any party, to be automatically null and void and of no force - 12 - or effect, in which event neither Seller nor Purchaser shall have any further rights or obligations hereunder, except pursuant to such provisions hereof as expressly survive the termination of this Agreement. Further, if this Agreement is terminated by written notice given as aforesaid, Purchaser shall promptly return the Study Materials to Seller (at no cost to Seller), and Escrow Agent shall, subject to the default provisions in Section 14 herein, immediately return the Deposit to Purchaser.