Common use of Failure to Satisfy Conditions Clause in Contracts

Failure to Satisfy Conditions. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), subject to any applicable notice and cure periods provided in Sections 10.1 and 10.2, such party may, in its sole discretion either (i) terminate this Agreement in its entirety by delivering written notice to the other party and Escrow Agent on or before the Closing Date (or such earlier date as is provided herein) and Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) elect to close notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. In the event such party elects to close, notwithstanding the non-satisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closing.

Failure to Satisfy Conditions. So long as In the event that any of the conditions of a party is not in default hereunder, if any condition to such partyParty’s obligation to proceed with close hereunder as set forth in Section 3.3 or 3.4 hereof are unsatisfied for any reason other than a Permitted Delay, that Party shall be entitled, but not obligated, upon notice delivered to the other Party to this Contract on or prior to the Closing Date, to receive one adjournment of thirty (30) days of the Closing to enable that Party to satisfy or cause to be satisfied such conditions. If on the original or any adjourned Closing Date, any condition(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been satisfied waived by such Party, then such Party shall have the right to terminate this Contract upon thirty (30) days written notice to the other, and unless, during such thirty (30) day notice period, either (a) the Party entitled to terminate shall waive such condition(s) as of provided above and agree to proceed to Closing hereunder, or (b) the Closing Date (or such earlier date as is provided herein), subject Party entitled to any applicable notice and cure periods provided in Sections 10.1 and 10.2, such party terminate may, in its sole discretion either (i) terminate this Agreement in its entirety by delivering written notice to the other party and Escrow Agent on or before the Closing Date (or such earlier date as is provided herein) and Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunderParty, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) elect to close notwithstanding the non-satisfaction of such conditionterminate this Contract, in which event this Contract shall immediately terminate and subject to the last sentence of Section 2.3, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this Contract, the provisions of this Contract pertaining to such party default, and to the Parties’ respective rights, remedies and obligations in connection with such default, shall be deemed to have waived any such condition. In the event such party elects to closeapplicable in addition to, notwithstanding or (in the non-satisfaction defaulting Party’s discretion) as an alternative to, the non-defaulting Party’s aforesaid right of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closingtermination.

Failure to Satisfy Conditions. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), subject to any applicable notice and cure periods provided in Sections 10.1 and 10.2, such party may, in its sole discretion either discretion: (ia) terminate this Agreement with respect only to those Properties as to which the condition(s) to proceed have not been satisfied (subject to the limitations of Sections 7.2.1(4) and 7.2.2(9)); or (b) if the condition(s) to close have not been satisfied as to under Section 7.2.1(4) and 7.2.1(4) or where in this Agreement provides for a termination of this Agreement in its entirety, to terminate this Agreement in its entirety entirety, in each case by delivering written notice to the other party and Escrow Agent on or before the Closing Date (or such earlier date as is provided herein) and Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof), or (ii) elect to close notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. In the event such party elects to close, notwithstanding the non-satisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closing. In the event this Agreement is terminated in part with respect to certain Properties (subject to the limitations of Sections 7.2.1(4) and 7.2.2(9)), the Purchase Price shall be reduced by the Allocated Purchase Price for such Properties.

Failure to Satisfy Conditions. So long as In the event that any of the conditions of a party is not in default hereunder, if any condition to such partyParty’s obligation to proceed with close hereunder as set forth in Section 3.3 or 3.4 hereof are unsatisfied for any reason other than a Permitted Delay, that Party shall be entitled, but not obligated, upon notice delivered to the other Party to this Contract on or prior to the Closing Date, to receive one adjournment of thirty (30) days of the Closing to enable that Party to satisfy or cause to be satisfied such conditions. If on the original or any adjourned Closing Date, any condition(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been satisfied as of waived by such Party, then such Party shall have the Closing Date right to terminate this Contract upon thirty (or 30) days written notice to the other, and unless, during such earlier date as is provided herein)thirty (30) day notice period, subject to any applicable notice and cure periods provided in Sections 10.1 and 10.2, such party may, in its sole discretion either (ia) the Party entitled to terminate this Agreement in its entirety shall waive such condition(s) as provided above and agree to proceed to Closing hereunder, or (b) the Party entitled to terminate my, by delivering written notice to the other party and Escrow Agent on or before the Closing Date (or such earlier date as is provided herein) and Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunderParty, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) elect to close notwithstanding the non-satisfaction of such conditionterminate this Contract, in which event this Contract shall immediately terminate and subject to the last sentence of Section 2.32.4, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this Contract, the provisions of this Contract pertaining to such party default, and to the Parties’ respective rights, remedies and obligations in connection with such default, shall be deemed to have waived any such condition. In the event such party elects to closeapplicable in addition to, notwithstanding or (in the non-satisfaction defaulting Party’s discretion) as an alternative to, the non-defaulting Party’s aforesaid right of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closingtermination.

Failure to Satisfy Conditions. So long as a party is not in default hereunder, if In the event that any condition to such partyof the conditions of the other Party’s obligation to proceed with close hereunder set forth in Section 10.1 or 10.2 hereof are unsatisfied for any reason, other than Force Majeure, the Developer on the one hand, or the Authority on the other hand, as the case may be, shall be entitled, but not obligated, upon notice delivered to the opposite Party to this Agreement at or prior to the Closing Date, to receive one or more adjournments of the Closing to a date not later than the Outside Closing Date, to enable such Party to satisfy or cause to be satisfied such conditions. If on the Outside Closing Date, any conditions(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been satisfied as of waived by such Party, then such Party shall have the Closing Date (or such earlier date as is provided herein), subject right to any applicable notice and cure periods provided in Sections 10.1 and 10.2, such party may, in its sole discretion either (i) terminate this Agreement in its entirety by delivering effective upon written notice to the other party Party, and Escrow Agent on unless the Party entitled to terminate shall waive the applicable conditions(s) as provided above and agree to proceed to Closing hereunder, this Agreement shall terminate, and thereafter, neither Party shall have any further rights hereunder or before obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing Date (or that results from a Party’s default under this Agreement, the provisions of this Agreement pertaining to such earlier date as is provided herein) default, and Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter to the parties hereto shall have no further rights or obligations hereunderParties’ respective rights, except for rights remedies and obligations whichin connection with such default, by their terms, survive the termination hereofshall be applicable in addition to, or (ii) elect to close notwithstanding in the non-satisfaction of such conditiondefaulting Party’s discretion) as an alternative to, in which event such party shall be deemed to have waived any such condition. In the event such party elects to close, notwithstanding the non-satisfaction defaulting Party’s aforesaid right of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closingtermination.