Failure of a Condition Precedent Sample Clauses

Failure of a Condition Precedent. In the event that on or prior to the Closing Date any of the foregoing conditions precedent cannot be satisfied on the Closing Date and any Contributor or Acquiror, as the case may be, is not willing to give a written waiver of such condition precedent, then any Contributor or Acquiror shall have the right to terminate this Agreement upon written notice of such failure, and this Agreement shall be deemed terminated without any further act of deed of any party.
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Failure of a Condition Precedent. If the condition to PBC's obligations under this Agreement in Section 8.2 is not satisfied as of a proposed Closing Date and PBC does not waive such condition or conditions and PBC determines in good faith that such non-satisfaction is reasonably likely to have a Material Adverse Effect on the value or operation of the Brewery following the Closing, then PBC shall give written notice to Owner and Owner shall have 30 days to remedy such unsatisfied condition to PBC's reasonable satisfaction (unless a longer period is reasonably needed for such satisfaction in which event Owner shall have such longer period (but not in excess of 90 days) so long as Owner is diligently pursuing completion), provided that if such failure of a condition to be satisfied arises out of a Title or Environmental condition, the provisions of Sections 7.1 and 9.1.2 or Section 7.2, respectively, shall apply. In the event of owner's failure to so remedy such condition, PBC, as its exclusive remedy and in lieu of any other relief, may upon written notice to Owner, terminate this Agreement (including any exercise of the Option) without payment of the Option Termination Fee and, in the event such breach is intentional or arises out of facts or circumstances within Owner's reasonable control, receive the PBC Expense Reimbursement. Except for any specific remedies reserved elsewhere in this Agreement, PBC expressly waives the right to pursue any other remedy in law or equity against Owner in connection with a failure of a condition set forth in this Agreement.
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Failure of a Condition Precedent. Subject to the provisions of Section 7.3 and Section 9.1(b), if any condition set forth herein for the benefit of Purchaser is not satisfied on or prior to Closing, and if Seller fails to satisfy that condition upon the earlier to occur of ten (10) Business Days after written notice thereof from Purchaser or the Final Extended Closing Date, Purchaser, at its option, may elect (i) to terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser and all other rights and obligations of Seller and Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately or (ii) elect to proceed to Closing. If Purchaser elects to proceed to Closing, Purchaser shall be deemed to have waived any right to bring any claim or action against Seller with respect to such matter or condition.
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Failure of a Condition Precedent. If any condition precedent described in this Section 9 is not satisfied as of the Outside Closing Date, then the party for whose benefit that conditions exists may, at its option, (i) waive such condition and close this transaction, or (ii) terminate this Agreement by written notice thereof to Seller and to Escrow Holder and the Deposit shall be returned to Buyer, in which event the parties shall have no further right or obligation hereunder except for Buyer’s obligations which are expressly intended to survive. Buyer and Seller hereby acknowledge and agree that, upon the Closing, any claim that any condition precedent is not true and correct shall be automatically waived.
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Failure of a Condition Precedent. (a) In the event that all of the conditions to Closing as set forth in Section 9.1 have not been either satisfied, or waived by Purchaser, prior to the Closing Date, Purchaser may, at any time thereafter while any such condition remains unsatisfied, terminate this Agreement upon five (5) Business Days notice to Seller, whereupon Purchaser will receive from the Escrow Agent the Xxxxxxx Money Deposit, together with all interest accrued thereon, and thereafter Seller and Purchaser will have no further rights or obligations under this Agreement, except with respect to the Termination Surviving Obligations.
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Failure of a Condition Precedent. In the event the sale of the Property does not close by the date fixed therefor owing to failure of satisfaction of a condition precedent to Buyer's obligations, the Deposit shall be returned and refunded to Buyer promptly after the termination of this Agreement, whereupon neither party shall have any further liability hereunder except as expressly specified herein to the contrary.
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Failure of a Condition Precedent. In the event that one or more conditions precedent to an Installment do not occur within the period required under this Article IV, Lender shall have no obligation to provide to Borrower any portion of the Loan under such Installment or any subsequent Installment and the Merger Option shall terminate.”
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Failure of a Condition Precedent. Without limiting the ability of each benefitted party to waive the applicable condition as set forth in Sections 7.2 and 7.3, in the event any of the conditions set forth in Sections 7.2 or 7.3 are not fulfilled or waived, the party benefitted by such conditions may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end except those that expressly survive any termination. In the event this Agreement is terminated as a result of the failure of any condition set forth in Section 7.1, Purchaser shall be entitled to a refund of the Xxxxxxx Money, otherwise, unless this Agreement is terminated pursuant to Section 12.2, the Xxxxxxx Money shall be disbursed to Seller as is required pursuant to Section 3.3. In any event, Purchaser’s consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions, and any liability on the part of Seller for breaches of representations and warranties of which Purchaser had knowledge as of the Closing.
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Related to Failure of a Condition Precedent

  • Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

  • Failure of Condition If all of the conditions to Closing set forth above in Section 5.1.1 have not been satisfied by the Closing Date, provided the same is not the result of Developer’s failure to perform any obligation of Developer hereunder, Developer shall have the option to: (i) waive such condition and proceed to Closing hereunder; (ii) terminate this Agreement by written notice to District, whereby District will release the Initial Deposit to Developer and the Parties shall be released from any further liability or obligation hereunder except those that expressly survive termination of this Agreement; or (iii) delay Closing for up to three (3) months to permit District to satisfy the conditions to Closing set forth in Section 5.1.1. In the event Developer proceeds under clause (iii), Closing shall occur within thirty (30) days after the conditions precedent set forth in Section 5.1.1 have been satisfied, but if such conditions precedent have not been satisfied by the end of the three (3) month period, provided the same is not the result of Developer’s failure to perform any obligation of the Developer hereunder, the Developer may again proceed under clause (i) or (ii) above. The foregoing notwithstanding, Closing shall not occur after the Outside Closing Date. If Closing has not occurred by such date, this Agreement shall immediately terminate and be of no further force and effect, except those provisions that expressly survive termination.

  • 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 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.

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Purchaser’s Conditions Precedent Except as may be waived in writing by Purchaser, the obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing of each of the following conditions:

  • Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

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