Failure to Satisfy Sellers’ Closing Conditions Sample Clauses

Failure to Satisfy Sellers’ Closing Conditions. Without derogating from Seller’s rights as set forth in Section 7.1.1, if on the Closing Date any of the Seller Closing Conditions are not satisfied (other than as a result of a material default by any Seller hereunder) with respect to the Closing, then Sellers may elect, at Sellers’ option and as Sellers’ sole remedy, to either (i) waive such condition and proceed to the Closing or (ii) terminate this Agreement in its entirety, and Purchaser shall receive the Deposit then held by Escrowee (and any interest thereon). SELLERS’ INITIALS _/s/ CE________ PURCHASER’S INITIALS _/s/ JM______
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Failure to Satisfy Sellers’ Closing Conditions. Without derogating from Seller’s rights as set forth in Section 7.2.1, if on the Closing Date any of the Seller Closing Conditions are not satisfied (other than as a result of a material default by any Seller hereunder) with respect to the Closing, then Sellers may elect, at Sellers’ option and as Sellers’ sole remedy, to either (i) waive such condition and proceed to the Closing or (ii) terminate this Agreement in its entirety, whereupon the Deposit (or balance thereof) then held by Escrowee shall be forfeited to Sellers as liquidated damages (to be allocated amongst them in the same manner as the Purchase Price would have been allocated if the Closing had occurred), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the forfeited Deposit is a reasonable estimate thereof and shall be and constitute valid liquidated damages.
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Failure to Satisfy Sellers’ Closing Conditions. If on the Closing Date, any of the Seller Closing Conditions are not satisfied, then Sellers may elect, at Sellers’ option and as Sellers’ sole remedy, to either (i) waive such condition and proceed to Closing or (ii) elect to terminate this Agreement, in which case (A) if the unsatisfied Seller Closing Conditions do not include any of the Seller Closing Conditions set forth in Section 8.2.2(d) or Section 8.3, the Xxxxxxx Money shall be returned to Purchaser (unless Purchaser is in material default hereunder, but subject to Section 14.22), (B) if any of the Seller Closing Conditions that are unsatisfied include any of the Seller Closing Conditions set forth in Section 8.2.2(d), the same shall constitute a material default by Purchaser hereunder and Sellers shall retain the Xxxxxxx Money, or (C) if any of the Seller Closing Conditions that are unsatisfied include the Seller Closing Condition set forth in Section 8.3, Purchaser shall receive a return of $50,000,000 of the Xxxxxxx Money, with the remaining $25,000,000 of the Xxxxxxx Money retained by Sellers as compensation for Sellers’ time and expense incurred in connection with this Agreement and for having the Property subject to the terms of this Agreement from the Effective Date to the termination date (provided that this clause (C) shall not limit any of Sellers’ remedies if Purchaser is otherwise in material default hereunder). SELLERS’ INITIALS PURCHASER’S INITIALS
Sample 1
Failure to Satisfy Sellers’ Closing Conditions. If on the Closing Date, any of the Seller Closing Conditions are not satisfied, then Sellers may elect, at Sellers’ option and as Sellers’ sole remedy, to either (i) waive such condition and proceed to Closing or (ii) elect to terminate this Agreement, in which case the Xxxxxxx Money shall be returned to Purchaser (unless Purchaser is in material default hereunder, but subject to Section 14.22); provided, however, that in the event that Sellers elect to terminate this Agreement pursuant to clause (ii), Purchaser shall have the right, at its option, to extend the Closing Date for a period necessary to cause the applicable Seller Closing Conditions to be satisfied, such period not to exceed thirty (30) days (and, if the applicable Seller Closing Condition is satisfied by Purchaser during such thirty (30) day period, then Sellers shall no longer have the right to terminate this Agreement pursuant to this Section 7.2.2 with respect to such Seller Closing Condition). SELLERS’ INITIALS _/s/ G.F.________ PURCHASER’S INITIALS _/s/ W.K.________
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Failure to Satisfy Sellers’ Closing Conditions. Without derogating from Seller’s rights as set forth in Section 7.1.1, if on either Closing Date any of the Seller Closing Conditions are not satisfied (other than as a result of a material default by any Seller hereunder) with respect to such Closing, then Sellers may elect, at Sellers’ option and as Sellers’ sole remedy, to either (i) waive such condition and proceed to such Closing or (ii) terminate this Agreement in its entirety (but for the avoidance of doubt, if a Closing has already occurred, such Closing and the provisions of this Agreement with respect thereto shall not be affected by such termination), and Purchaser shall receive the Deposit then held by Escrowee (and any interest thereon). SELLERS’ INITIALS PURCHASER’S INITIALS
Sample 1

Related to Failure to Satisfy Sellers’ Closing Conditions

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

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