DEFAULT BY BRANDYWINE OP/FAILURE OF CONDITIONS PRECEDENT Sample Clauses

DEFAULT BY BRANDYWINE OP/FAILURE OF CONDITIONS PRECEDENT. If any condition set forth herein for the benefit of Xxxxxxxx (other than a default by Brandywine OP) cannot or will not be satisfied prior to Closing, and if Brandywine OP fails to satisfy that condition within ten (10) business days after notice thereof from Xxxxxxxx (or such other time period as may be explicitly provided for herein), Xxxxxxxx may, at its option, elect either (a) to terminate this Agreement in which event the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (b) to waive its right to terminate, and instead, to proceed to Closing. If, prior to Closing, Brandywine OP defaults in performing any of its obligations under this Agreement (including its obligation to purchase the Property), and Brandywine OP fails to cure any such default within ten (10) business days after notice thereof from Xxxxxxxx, then Xxxxxxxx' sole remedy for such default shall be either (i) to terminate this Agreement and retain the Deposit or (ii) to pursue the remedy of specific performance compelling Brandywine OP to purchase the Property pursuant to the provisions of this Agreement.
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DEFAULT BY BRANDYWINE OP/FAILURE OF CONDITIONS PRECEDENT. If any condition set forth herein for the benefit of Xxxxxxxx cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle Xxxxxxxx to terminate this Agreement and its obligations hereunder, and if Brandywine OP fails to cure any such matter or satisfy that condition within ten (10) business days after notice thereof from Xxxxxxxx (or such other time period as may be explicitly provided for herein), Xxxxxxxx, at its option, may elect (a) to terminate this Agreement, in which event (i) the Deposit, less the Independent Consideration, shall be promptly returned to Xxxxxxxx, (ii) if the condition which has not been satisfied is a breach of a representation, warranty or covenant known by Brandywine OP to have been inaccurate or misleading when made, then Brandywine OP shall be obligated upon demand to reimburse Xxxxxxxx for Xxxxxxxx' actual out-of-pocket inspection, financing and other costs related to Xxxxxxxx' entering into this Agreement, inspecting the Property and preparing for a Closing of the transaction contemplated hereby, including, without limitation, Xxxxxxxx' attorneys' fees incurred in connection with the preparation, negotiation and execution of this Agreement and in connection with Xxxxxxxx' due diligence review, audits and preparation for a Closing up to an aggregate amount equal to $100,000.00; provided, the foregoing shall not limit or include the sums which may be payable by Brandywine OP pursuant to SECTION 9.6 below, and (iii) all other rights and obligations of Brandywine OP and Xxxxxxxx hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; (b) elect to proceed to Closing; or (c) seek to enforce Brandywine OP's obligations hereunder by specific performance. If Xxxxxxxx elects to proceed to Closing and there is either a misrepresentation or breach of a warranty by Brandywine OP (other than a breach of a representation or warranty of which Xxxxxxxx had actual knowledge prior to the Closing and nevertheless elected to consummate the Closing) or the breach of a covenant by Brandywine OP or a failure by Brandywine OP to perform its obligations hereunder first discovered by Xxxxxxxx after the Closing Date, Xxxxxxxx shall retain all remedies accruing as a result thereof, including, but not limited to, the remedy of specific performance of Brandywine OP's covenants and obligations and the remedy of the recovery of all reason...
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Related to DEFAULT BY BRANDYWINE OP/FAILURE OF CONDITIONS PRECEDENT

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Failure of Conditions; Termination In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

  • Failure of Conditions If the Conditions Precedent shall not have been satisfied or waived by February 27, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “Termination Notice”) delivered to the other party by February 27, 2015 (the “Failure of Conditions Termination Date”). Upon termination of this Lease under the terms of this Section 2, neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below for the River Valley Facility to be included on Exhibit “E”, the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.

  • Failure to Elect; Events of Default If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Eurocurrency Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) any Eurocurrency Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one month’s duration.

  • Failure of Condition (a) In the event of a failure of any condition contained in Section 7.1 or 7.2 above which is not the result of a default by either party, the party for whose benefit the condition existed may either waive the condition and proceed to Closing or may terminate this Agreement in which event the Deposit and all documents and funds deposited by Purchaser shall be immediately returned to Purchaser, all documents deposited by Seller shall be immediately returned to Seller, and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12);

  • Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities. The obligation hereunder of the Company to close and issue and sell the Securities to the Purchasers at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

  • Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon (the “Effective Date”) the satisfaction of each of the following conditions (all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel):

  • Conditions Precedent to the Obligations of the Company to sell Shares at the Closing. The Company’s obligation to sell and issue to the Purchaser the Allocated Shares at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Conditions Precedent to the Loan The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • Additional Conditions Precedent No Lender has any obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:

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