Common use of Waiver of Failure of Conditions Precedent Clause in Contracts

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2, respectively. In the event any of the conditions set forth in Section 8.1 or Section 8.2 are neither waived nor fulfilled, Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement by written notice to the other, in which event, subject to any rights and remedies, if any, that either party may have pursuant to the terms of Article 11 hereof, the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectivelyto its obligations hereunder. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2this Article 6, respectivelyexcept to the extent that the same expressly survive Closing. In the event any of the conditions set forth in Section 8.1 or Section 8.2 this Article 6 are neither waived nor fulfilled, Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement by written notice (subject to the other, notice and cure rights set forth in which event, subject to any Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that either such party may have pursuant to the terms of Article 11 hereof9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default hereunder, then the Deposit shall be paid returned to Buyer and, thereafter, the parties neither party shall have no any further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2, respectively. In the event any of the conditions set forth in Section 8.1 or Section 8.2 are neither waived nor fulfilled, Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement by written notice to the other, in which event, subject to any rights and remedies, if any, that either party may have pursuant to the terms of Article 11 hereof, the Deposit shall be paid to Buyer or Seller (as appropriate), as described in Article 11, and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectivelyto its obligations hereunder. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2this Article 6, respectivelyexcept to the extent that the same expressly survive Closing. In the event any of the conditions set forth in Section 8.1 or Section 8.2 this Article 6 are neither waived nor fulfilled, Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement by written notice (subject to the other, notice and cure rights set forth in which event, subject to any Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that either such party may have pursuant to the terms of Article 11 hereof9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default hereunder, 22 then the Deposit shall be paid returned to Buyer and, thereafter, the parties neither party shall have no any further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.. ARTICLE 7

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2, respectively. In the event any of the conditions set forth in Section 8.1 or Section 8.2 are neither waived nor fulfilled, Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of exercise such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement by written notice to the other, in which event, subject to any rights and remedies, if any, that either such party may have pursuant to the terms of Article 11 hereof. If however the Closing does not occur under this Agreement due to any of the conditions described in Section 8.2 failing to occur, so long as Seller has not sooner terminated this Agreement as a result of a default by Buyer hereunder and in any event notwithstanding Seller’s right to terminate provided for in Section 11.1 hereof, Buyer shall have the right, to elect, as its sole and exclusive remedy, to terminate this Agreement by written notice to Seller, promptly after which any Deposit shall be paid promptly refunded in full to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this AgreementBuyer.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2, respectively. In the event any of the conditions set forth in Section Sections 8.1 or Section 8.2 are neither waived nor fulfilled, Seller and the provisions of Section 11.1 or Buyer (as appropriate, depending on which party’s obligations 11.2 are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may exercise such rights and remedies, if any, that such party may have pursuant to the terms of Article 11 hereof. In the event any of the conditions set forth in Sections 8.1 or 8.2 are neither waived nor fulfilled and neither Seller nor Buyer is in default of its obligations hereunder and the provisions of Section 11.1 or 11.2 are not applicable, either party may terminate this Agreement by written notice to the other, in promptly after which event, subject to any rights and remedies, if any, that either party may have pursuant to the terms of Article 11 hereof, the Deposit shall be paid returned to Buyer Buyer, and, thereafter, thereafter the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectivelyto its obligations hereunder. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2this Article 6, respectivelyexcept to the extent of any Surviving Covenants. In the event any of the conditions set forth in Section 8.1 or Section 8.2 this Article 6 are neither waived nor fulfilled, Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written noticenotice (or thirty (30) days for failure to satisfy the Minimum Estoppel Threshold), Seller or Buyer (as appropriate) may terminate this Agreement by written notice to the other, in which event, subject to any rights and remedies, if any, that either party may have pursuant to the terms of Article 11 hereof9, the Deposit shall be paid returned to Buyer and, thereafter, the parties neither party shall have no any further rights or obligations hereunder except for obligations which as provided in any section hereof that by its terms expressly survive the provides that it survives any termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section Sections 8.1 or Section 8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section Sections 8.1 and Section or 8.2. Notwithstanding anything to the contrary, respectively. In the event any including, without limitation, Article 11 of this Agreement, if all of the conditions set forth in Section 8.1 or Section 8.2 are neither waived nor fulfilledfulfilled on or before the Closing Date, Seller or then Buyer (as appropriateshall have the right, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failureto elect, as applicable)its sole and exclusive remedy, and if such failure remains uncured within five to (5a) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement by written notice to the otherSeller, in promptly after which event, subject to any rights and remedies, if any, that either party may have pursuant to the terms of Article 11 hereof, the Deposit shall be paid returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction. Notwithstanding the foregoing, in the event any of the conditions set forth in Section 8.2 are not fulfilled as a result of a default by either party hereto, the provisions of Article 11 shall apply.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2, respectively. In the event that any of the conditions set forth in Section 8.1 8.2 have not been satisfied or Section 8.2 are neither waived nor fulfilled, Seller by Buyer prior to or Buyer on the Closing Date (as appropriate, depending on which party’s obligations are conditioned on such condition) Closing Date may notify be extended in accordance with the other in writing terms of such failure (which written notice shall detail such failure, as applicablethis Agreement), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or then Buyer (as appropriate) may elect to terminate this Agreement by providing written notice of such election to the otherSeller and, in which event, subject to upon any rights and remedies, if any, that either party may have pursuant to the terms of Article 11 hereofsuch termination, the Deposit shall be paid returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement; provided, however, Buyer shall not be permitted to exercise such termination right if Buyer shall then be in default under this Agreement. In the event that any of the conditions set forth in Section 8.1 have not been satisfied or waived by Seller prior to or on the Closing Date (as such Closing Date may be extended in accordance with the terms of this Agreement), then Seller may elect to terminate this Agreement by providing written notice of such election to Buyer and, upon any such termination, the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement; provided, however, Seller shall not be permitted to exercise such termination right if Seller shall then be in default under this Agreement.