INABILITY TO FULFILL THE CONTRACT Sample Clauses

INABILITY TO FULFILL THE CONTRACT. A. If, at the Closing, Seller is unable to convey to Purchaser title to the Property in accordance with the provisions of this Agreement, or if Seller is otherwise unable to fulfill Seller's obligations pursuant to this Agreement due to a circumstance beyond Seller's control, Seller shall be entitled, upon written notice delivered to Purchaser at or prior to the Closing Date, to reasonable adjournments of the Closing Date one or more times, for a period or periods not to exceed, in the aggregate, thirty (30) days, to enable Seller to convey such title or to fulfill such obligations Seller agrees not to place any voluntary liens on the Property between the Contract Date and the Closing Date. If Seller does not so elect to adjourn the Closing, or if at the adjourned date Seller is still unable to convey title to the Property or is still unable to fulfill Seller's obligations pursuant to this Agreement, Purchaser shall have the option to either: (i) accept such title as Seller can convey, without reduction in, or abatement of, the Purchase Price and without receipt of any credit or allowance on account thereof, and without any claim against Seller; or (ii) terminate this Agreement by written notice to Seller delivered as provided in Section 5 hereof (in which event Purchaser's sole remedy shall be the refund the Contract Deposit to Purchaser, and upon such refund being made to Purchaser, then this Agreement shall automatically become void and of no further force or effect, and neither Party shall have any obligations of any nature to the other hereunder or by reason hereof, except obligations which, pursuant to the provisions of this Agreement or the Exhibits annexed hereto, expressly state that such provisions survive the termination of this Agreement). If Seller elects to adjourn the Closing as provided above, this Agreement shall remain in effect for the period or periods of adjournments, in accordance with its terms. Nothing contained in this Agreement shall be deemed to require Seller to bring any action or proceeding or to take any other steps to remove any defect in, or exception or objection to, title or to fulfill any condition, or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller, at law and/or in equity, for damages or for specific performance in connection therewith.
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INABILITY TO FULFILL THE CONTRACT. A. Purchaser agrees promptly after execution of this Agreement to order a report of title or title commitment (the "Commitment) from Chicago Title Insurance Company ("CTIC") and to provide Seller with a copy thereof not more than ten (10) days after the date hereof together with written notice from Purchaser's attorney of any exceptions, defects or objections which Purchaser claims are in addition to those permitted under Article 14 of this Agreement. Failure of Purchaser to so notify Seller within the time period specified above shall constitute a waiver of any such exception, defect or objection disclosed in the Commitment. If Purchaser's continuation of title to the Closing Date discloses exceptions, defects or objections not disclosed in the Commitment or previously objected to by Purchaser, then, subject to the provisions of Section B of this Article 4, Seller's removal of the same shall be a condition to Purchaser's obligation to close. Purchaser shall give Seller prompt notice of any such exceptions, defects or objections.
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Related to INABILITY TO FULFILL THE CONTRACT

  • Inability to Supply In the event that PerImmune is unable to supply [***] of Progenics' purchase orders for two consecutive quarters, then PerImmune agrees to provide Progenics the right and license to use the relevant Know-how to manufacture or have manufactured KLH for use in producing Ganglioside Vaccine, and to fully cooperate with regulatory authorities to qualify Progenics and/or its designee as a manufacturer of KLH. In such event, at Progenics' request, PerImmune shall promptly disclose to Progenics all Know-how and information reasonably necessary to manufacture KLH and the parties shall mutually agree upon a reasonable schedule for gradually reducing the amount of KLH purchased by Progenics from PerImmune, until such time PerImmune is able to reasonably demonstrate the ability to supply Progenics with its requirements.

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

  • Inability to Obtain Authority The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

  • TERMINABILITY Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and the Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that the Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of the Seller under Section 15 hereof shall survive the termination of this Repurchase Agreement.

  • INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Inability to Pay Debts; Attachment (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

  • Inability to Pay Debts The Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

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