Common use of Termination for Failure of Conditions Clause in Contracts

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix2.3(b)(vii) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).

Termination for Failure of Conditions. Subject to the provisions of this Section, this Agreement may be terminated upon written notice given to Title Company and the other party by: (a) Subject to Section 2.5(d)Purchaser at the Closing, each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have Article 11 is not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix) not being satisfied (or capable of being satisfied) or waived. (e) Closing Date. Upon the effectiveness of any termination of this Agreement in accordance with under this Section 2.515.1(a), the Parties Deposit shall be returned to Purchaser and neither party shall have no any further rights, obligations or liabilities under this Agreement (other than as set forth in Sections 5.1(c) and 17.5), except that if the failed condition is due to an intentional breach by Seller of any of its representations or obligations to each warranties or a breach of any other Seller obligation hereunder, except liabilities then the provisions of Section 15.2 shall govern. The conditions set forth in Article 11 are for Purchaser’s sole benefit, and Purchaser may, in its sole discretion, waive (absolutely and in whole, but not conditionally or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out in part) the fulfillment of any such termination andone or more of the conditions, for the avoidance of doubt, such termination or any part thereof. Seller shall not be an Event of Default. For take or authorize, directly or indirectly, any action that modifies or changes the avoidance of doubtcircumstances upon which the conditions set forth in Article 11 were deemed satisfied or waived by Purchaser without Purchaser’s prior written consent.; or (b) Seller at the Closing, the termination rights of the Parties in this Section 2.5 shall not limit if any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Article 10 is not satisfied on the Closing Date. Upon termination of this Agreement under this Section 2.3 15.1(b), the Deposit shall be returned to Purchaser and neither party shall have any further rights, obligations or liabilities under this Agreement (other than as set forth in Sections 5.1(c) and 17.5), except that if the failed condition is due to an intentional breach by Purchaser of any of its representations or warranties or a breach of any other Purchaser obligation hereunder, then the provisions of Section 15.3 shall govern. The conditions set forth in Article 10 are for Seller’s sole benefit, and Seller may, in its sole discretion, waive (absolutely and in whole, but not being satisfiedconditionally or in part) concurrently with the termination rights fulfillment of any one or more of the Parties conditions, or any part thereof. Purchaser shall not take or authorize, directly or indirectly, any action that modifies or changes the circumstances upon which the conditions set forth in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment Article 10 were deemed satisfied or other damages)waived by Seller without Seller’s prior written consent.

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller 16 NTD: Subject to removal/modification based on Buyer’s expected regulatory filing(s). in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix2.3(b)(vii) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer 64 NTD: Subject to removal/modification based on Buyer’s expected regulatory filing(s). in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 [(i) )] if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix2.3(b)(viii) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating 63 NTD: Subject to removal/modification based on Buyer’s expected regulatory filing(s). Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 [(i) )] if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix2.3(b)(viii) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer 13 NTD: Subject to removal/modification based on Buyer’s expected regulatory filing(s). in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).

Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived. (c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating 36 NTD: Subject to removal/modification based on Buyer’s expected regulatory filing(s). Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b). (d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix2.3(b)(vii) not being satisfied (or capable of being satisfied) or waived. (e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in this Section 2.5 shall not limit any other termination rights that may be available to either Party (including any termination rights associated with acts or omissions of the other Party that resulted in one or more of the conditions set forth in Section 2.3 not being satisfied) concurrently with the termination rights of the Parties in this Section 2.5 (including any such termination rights that independently give rise to a Termination Payment or other damages).