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.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.), Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
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.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.), Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
Failure to Satisfy Conditions. Subject to the default provisions in Section 14 herein if If any of Seller’s Sellers’ or Purchaser’s respective conditions precedent are not fully or timely satisfied on or before the Closing DateDate and such satisfaction is not the result of a party’s failure to perform its covenants or agreements in this Agreement (in which case, the provision of Article 8 shall control), then the party whose conditions precedent were are not satisfied shall have the option to: (i) waive any or all of its conditions precedent and proceed to closing close 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 Sellers or Purchaser gives such notice as aforesaid to terminate this Agreementaforesaid, Seller’s Sellers’ obligation to sell and Purchaser’s obligation to purchase the Property shall be deemed, without notice, grace notice or further act of any party, to be automatically null and void and of no force or effect, in which event and neither Seller Sellers nor Purchaser shall have any further rights or obligations hereunder, except pursuant to for the Indemnification Obligations and such provisions hereof as other obligations that expressly survive the termination of this Agreement. Further, if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall shall, at its election, promptly either return the Study Materials to Seller Sellers or destroy all of the Study Materials (including all copies thereof) in the possession of Purchaser and its employees, agents, representatives and consultants and confirm such destruction in writing to Sellers (at no cost to SellerSellers in either such event). The foregoing obligations of Purchaser shall survive the termination of this Agreement. If and only if such termination occurred due to the failure of any of the conditions precedent described in Section 5.1 herein, then Purchaser shall be entitled to a return of the Deposit, and subject to Section 2.2(b)(i), and Escrow Agent shall, subject to the default provisions in Section 14 herein, immediately Title Company shall return the Deposit to PurchaserPurchaser within five (5) days after receipt from Purchaser of written confirmation (which confirmation shall be deemed to be an Instruction) that Purchaser has fully complied with all of the requirements imposed on Purchaser under the foregoing provisions in this Section 5.3.
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