Failure of a Condition. 7.3.1 If any condition precedent to Purchaser’s obligation to close the transactions contemplated by this Agreement, as set forth in Section 7.1 of this Agreement, has not been satisfied on or before the Closing Date, then Purchaser shall give notice to Seller of the condition or conditions that Purchaser asserts are not satisfied. Purchaser shall have the right to waive the unsatisfied condition or conditions by written notice to Seller and Escrow Agent given on or before the Closing Date, in which case Purchaser shall have the right to extend the Closing Date by one (1) Business Day. Seller shall have the right to extend the Closing Date for a period of up to six (6) months by delivering written notice to Seller and Escrow Agent within five (5) Business Days’ after Seller’s receipt of such notice if Seller is unable to meet the conditions to close under this Agreement or the Other Phases agreements, and is diligently working to be able to close such phase(s); provided, that if the Closing Date is extended beyond December 31, 2012, Purchaser is given notice not less than sixty (60) days’ advanced notice of the extended Closing Date (further provided that Purchaser and Seller shall use good faith efforts to close prior to the end of any such sixty (60) day period). The failure of any condition set forth in Section 7.1 hereof that is not reasonably susceptible of being cured within the time allotted shall not constitute a default, breach of a covenant, or other failure to perform by Seller hereunder if caused by a third party (other than Seller’s lender) unless such failed condition was caused by Seller’s negligence, or willful and intentional actions or omissions in violation of its covenants set forth in this Agreement, in which case such shall be a Seller default entitling Purchaser to exercise its rights under Article 10. In the event Seller exercises its right to extend the Closing Date in order to meet a condition precedent to Purchaser’s obligation to close under this preceding paragraph and Closing does not occur on or before December 31, 2012, Escrow Agent shall promptly refund the Extension Payment (together with any interest accrued thereon) to Purchaser. If Seller has exercised its right to extend the Closing Date and Closing does not occur on or before June 21, 2013, Escrow Agent shall promptly refund the Deposit (together with any interest accrued thereon) to Purchaser. If any condition precedent to Seller’s obligation to close the transaction...
Failure of a Condition. Except where Escrow automatically terminates under the terms of this Agreement, if any condition is not satisfied or waived within the time period and in the manner set forth in this Agreement, then the party for whose benefit the condition exists (as provided in Sections 4 and 5 of this Agreement) may terminate this Agreement by delivering written notice to the other party and to Escrow Holder after the end of the applicable time period but prior to Closing.
Failure of a Condition. (i) In the event that any condition precedent to Closing has not been satisfied on or before (if applicable) the Closing Date, then the party who would have benefited from having such condition to Closing satisfied (the “Unsatisfied Party”) shall give notice to the other party of the condition or conditions that the Unsatisfied Party asserts are not satisfied (each, individually, a “Failed Condition”). In that event, the Closing Date shall be extended for ten (10) days (the “Satisfaction Period”) to allow the other party to make commercially reasonable efforts to satisfy any Failed Condition. If any Failed Condition has not been satisfied within the Satisfaction Period, the Unsatisfied Party may elect to waive such Failed Condition by giving written notice thereof to the other party (the “Waiver Notice”) within three (3) business days following the expiration of the Satisfaction Period (the “Waiver Period”), in which event the parties shall proceed to Closing as contemplated hereunder. If the Unsatisfied Party does not give the Waiver Notice to the other party within the Waiver Period, then the Unsatisfied Party shall be deemed to have elected to terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder other than any Surviving Obligations and, if the Unsatisfied Party is the Buyer, the Buyer shall be entitled to the Deposit. Notwithstanding the foregoing, if such Failed Condition is due to a default or breach by one of the parties of a covenant, representation or warranty contained in this Agreement (it being understood that a breach of a covenant, representation or warranty under this Agreement shall constitute both a Failed Condition and a breach or default under this Agreement), then the Unsatisfied Party shall have those rights and remedies set forth in Section 8 above.
Failure of a Condition. In the event any of the conditions set forth in this Section are not fulfilled or waived, this Agreement shall terminate and all rights and obligations hereunder of each party shall be at an end and the Deposit shall be returned to Purchaser, as Purchaser’s sole remedy and neither party shall have any obligations to the other.
Failure of a Condition. In the event any of the conditions set forth in Section 5.8 are not fulfilled or waived by the Closing, then the party benefitting from such condition may terminate this Agreement by delivering written notice of such termination to the other party and the Title Company, whereupon (i) the Eaxxxxx Xoney shall be returned to the Purchaser if the Purchaser is the terminating party or (ii) the Eaxxxxx Xoney shall be delivered to Seller if the Seller is the terminating party; whereupon neither party shall have any obligations to the other except for any obligations that expressly survive the expiration or earlier termination of this Agreement; provided, however, that Seller and Purchaser, as the case may be, shall retain all rights and remedies under this Agreement against the other party for breach of this Agreement pursuant to Article VI with respect to any failure of the condition set forth in Sections 5.8(a)(i) or (ii) (with respect to Seller’s breach) or Section 5.8(b)(i) or (ii) (with respect to Purchaser’s breach), as the case may be.
Failure of a Condition. 8.3.1 In the event that any condition precedent to Closing has not been satisfied on or before the Closing Date, then the party who would have benefited from having such condition to Closing satisfied (the “Unsatisfied Party”) shall give notice to the other of the condition or conditions that the Unsatisfied Party asserts are not satisfied. In such notice the Unsatisfied Party shall also elect either (i) to extend the Closing Date for a reasonable period of time (not to exceed 10 days) to allow the other party to satisfy the condition, (ii) to terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination), and the Unsatisfied Party shall be entitled to the Deposit, less the non-refundable Exxxxxx Money, except if such failure of a condition is due to a default by one of the parties, in which event the non-defaulting party shall have those rights and remedies set forth in Article 11 herein, or (iii) to waive such failed condition in writing delivered to Escrow Agent and the party who failed to meet such condition, and proceed to Closing as contemplated hereunder.
Failure of a Condition. Subject to the provisions of Section 5 and Section 10, and subject to the rights and remedies of any party hereto in the case of a default hereunder by the other party hereto, in the event of any termination of this Agreement by reason of failure of a condition set forth in Section 7.1 or in Section 7.2, the Deposit (less 50% of all Escrow and Title Company termination fees) shall be returned to Buyer, Buyer shall deliver to Seller all Buyer Prepared Due Diligence Materials and all documents delivered to Buyer pursuant to the provisions hereof, Buyer shall comply with the requirements applicable in the event of termination of this Agreement, and all of the remaining rights and obligations of Buyer and Seller shall terminate (except with respect to the obligations of Buyer under Section 4.4(c), which obligations shall survive such termination).
Failure of a Condition. An offer may be made subject to conditions. Such a condition may be stated expressly by the offeror or implied by the courts from the circumstances. If the condition is not satisfied the offer is not capable of being accepted. See: Financings Ltd v Xxxxxxx [1962] 3 All ER 386.
Failure of a Condition. In the event one or more of the conditions set forth in this Section 7 are not timely satisfied or waived prior to expiration of the Option Term, for any reason other than the default of one of the Parties, either Party shall have the right to terminate this Option Agreement, in which event neither District nor Optionee shall have any further rights or obligations hereunder except for any indemnification obligations or other obligations which expressly survive such termination pursuant to Section 18 hereof. Nothing set forth herein shall relieve a Party for its breach of this Option Agreement.”
Failure of a Condition. If a condition in Sections 4.1 or 4.2 has not been satisfied on or before the Closing Date and such condition has not been waived in writing by the Party for whose benefit such condition has been included herein, such Party may terminate this Agreement by written notice to the other Parties prior to the Closing, provided that a Party shall not be permitted to exercise or purport to exercise any right of termination pursuant to this Section 4.4 if the event or circumstances giving rise to such right is due to a Default by such Party.
