Common use of Non-Satisfaction of Conditions Clause in Contracts

Non-Satisfaction of 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 (a “Closing Condition”) has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, as its sole remedies and recourses (except as provided in the last sentence of this Section 7.3.3 if the other party is in default), either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein) and the Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be disbursed to the terminating party in accordance with this Agreement and the Non-Refundable Exxxxxx Money shall be disbursed to Seller, or (b) elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have waived such Closing Condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such Closing Condition, such party shall be deemed to have waived such Closing 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. Notwithstanding any provision of this Section to the contrary, if the Closing Condition set forth in either Section 7.3.1(b) or 7.3.2(b) is not satisfied, or if a party is otherwise in default hereunder at or prior to Closing, the provisions of Article 10 of this Agreement (including the applicable notice and cure periods set forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default.

Non-Satisfaction of 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 (a “Closing Condition”) 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, as its sole remedies and recourses (except as provided in the last sentence of this Section 7.3.3 if the other party is in default)recourses, either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein) and the Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be disbursed to the terminating party in accordance with if Purchaser terminates this Agreement and under this Section 7.2.3, the Non-Refundable Exxxxxx Xxxxxxx Money shall be disbursed immediately returned to SellerPurchaser, or (b) elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have waived such Closing Condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such Closing Condition, such party shall be deemed to have waived such Closing 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. Notwithstanding any provision of this Section 7.2.3 to the contrary, if the Closing Condition Conditions set forth in either Section 7.3.1(b7.2.1(b) or 7.3.2(b7.2.2(b) is are not satisfied, or if a party is otherwise in default hereunder at or prior to Closing, the provisions of Article 10 of this Agreement (including the applicable notice and cure periods set forth therein) shall govern the rights and remedies of the parties hereunder with respect to such defaulthereunder.

Non-Satisfaction of 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 (a “Closing Condition”) has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, as its sole remedies and recourses (except as provided in the last sentence of this Section 7.3.3 if the other party is in default9(b)), either either: (ai) terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein) and the Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be disbursed to the terminating party in accordance with if Purchaser terminates this Agreement and under this Section 9(b), the Non-Refundable Exxxxxx Xxxxxxx Money shall be disbursed immediately returned to SellerPurchaser, or (bii) elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such Closing Conditioncondition, in which event such party shall be deemed to have waived any such Closing Conditioncondition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such Closing Conditioncondition, such said party shall be deemed to have waived such Closing Conditionsaid 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. Notwithstanding any provision of this Section 9(b) to the contrary, if the Closing Condition condition set forth in either Section 7.3.1(b) or 7.3.2(b9(a)(2) is not satisfied, or if a party is otherwise in default hereunder at or prior to Closing, the provisions of Article 10 Section 11 of this Agreement (including the applicable notice and cure periods set forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default.

Non-Satisfaction of 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 (a “Closing Condition”) has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, as its sole remedies and recourses (except as provided in the last sentence of this Section 7.3.3 7.2.3 if the other party is in default), either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein) and the Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be disbursed to the terminating party Purchaser in accordance with this Agreement and the Non-Refundable Exxxxxx Money shall be disbursed to SellerSection 3.4, or (b) elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have waived such Closing Condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such Closing Condition, such party shall be deemed to have waived such Closing Condition, and there shall be no liability on the part of any other party hereto for breaches the failure of representations and warranties of which the party electing to close had knowledge at the Closingany such Closing Condition. Notwithstanding any provision of this Section 7.2.3 to the contrary, if the Closing Condition set forth in either Section 7.3.1(b7.2.1(b) or 7.3.2(b7.2.2(b) is not satisfied, or if a party is otherwise in default hereunder at or prior to Closing, the provisions of Article 10 of this Agreement (including the applicable notice and cure periods set forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default.

Non-Satisfaction of Conditions. So long as a party is not in default hereunder, if If any condition to such party’s obligation to proceed with the Closing hereunder (a “Closing Condition”) has not been satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, as its sole remedies and recourses (except as provided in the last sentence of this Section 7.3.3 7.2.3 if the other party is in default), either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein) and the Exxxxxx Xxxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be disbursed to the terminating party Purchaser (except as provided in accordance with this Agreement and the Non-Refundable Exxxxxx Money shall be disbursed to SellerArticle 10), or (b) elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have waived such Closing Condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such Closing Condition, such party shall be deemed to have waived such Closing 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. Notwithstanding any provision of this Section to the contrary, if the Closing Condition set forth in either Section 7.3.1(b7.2.1(b) or 7.3.2(b7.2.2(b) is not satisfied, or if a party is otherwise in default hereunder at or prior to Closing, the provisions of Article 10 of this Agreement (including the applicable notice and cure periods set forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default.