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 8.2, respectively. In the event any of the conditions set forth in Sections 8.1 or 8.2 are neither waived nor fulfilled, 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; provided that notwithstanding the foregoing, the sole right of Buyer in the event of failure of the conditions set forth in Section 8.2(b), (c), (d) or (e) shall be to terminate this Agreement, in which event the Deposit shall be returned to Buyer.

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 8.2, respectively. In the event any of the conditions set forth in Sections 8.1 or 8.2 are neither waived nor fulfilled, 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; provided that notwithstanding the foregoing, the sole right of Buyer in the event of failure of the conditions condition set forth in Section 8.2(b8.2(d), (c), (d) or (e) shall be to terminate this Agreement, in which event the Deposit shall be returned to Buyer.