Failure of Condition Sample Clauses

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller’s default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by [ , 2025] (the “Outside Closing Date”), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof.

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 Condition. So long as a Party is not in default hereunder beyond any applicable notice and cure periods, if any condition to such Party’s obligation to proceed with the Closing set forth in this Agreement has not been satisfied as of the Closing Date (as it may have been mutually extended by the Parties), such Party may, in its sole discretion, (i) terminate this Agreement in whole by delivering written notice to the other Party on or before the Closing Date, or (ii) elect on or before the Closing Date to effect the Closing, notwithstanding the non-satisfaction of such condition, in which event such Party shall be deemed to have waived any such condition. Any failure of a Party to make an election on or before the Closing Date under clauses (i) or (ii) above, shall be deemed an election under clause (i) above.

Failure of Condition. If any condition precedent to Seller’s obligation to effect the Closing (as set forth in Section 10.10) is not satisfied, then Seller shall be entitled to terminate this Agreement by notice thereof to Purchaser and Title Company. Subject to Section 10.9, if any condition precedent to Purchaser’s obligation to effect the Closing (as set forth in Section 10.8) is not satisfied by the Closing Date, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller and Title Company. If the condition precedent to each party’s obligation to effect the Closing (as set forth in Section 10.11) is not satisfied, then either party shall be entitled to terminate this Agreement by notice thereof to the other party and the Title Company (if this Agreement is not terminated by its terms). If this Agreement is so terminated, then Purchaser shall be entitled to receive the Xxxxxxx Money Deposit (and all accrued interest thereon) and neither party shall have any further obligations hereunder, except for Termination Surviving Obligations. Notwithstanding the foregoing, if the applicable conditions precedent are not satisfied due to a default by Seller or Purchaser hereunder, then Article XIII shall govern and this Section 10.12 shall not apply.

Failure of Condition. In the event of the failure by the Closing Date of any condition precedent set forth above, FWRLP shall notify Contributor in writing, and if Contributor does not correct such failure (if valid) within five (5) business days after such notice, then FWRLP, at its sole election, may (a) terminate this Agreement, in which event the Deposit and any interest thereon shall be returned to FWRLP and, except as otherwise provided in Section 16 hereof, neither party shall have any further obligations or liabilities to the other; or (b) proceed to Closing and, if a default, avail itself of any legal or equitable remedy FWRLP may have, except as to any default of Contributor waived in writing by FWRLP or deemed to be waived pursuant to the provisions of this Agreement on or before the Closing Date; or (c) extend the Closing Date for such reasonable time period as may be determined by FWRLP (but in no event for more than three (3) months from the Closing Date then in effect) in order to permit the satisfaction of any condition precedent not so fulfilled.

Failure of Condition. If any of the conditions in paragraphs (a) – (g) above is not timely satisfied, for a reason other than the default of Seller under this Agreement, then Buyer may, at Buyer’s option, either (i) waive such condition in writing delivered to Seller or (ii) terminate this Agreement by notice to Seller, in which case (A) the Escrow and the rights and obligations of Buyer and Seller shall terminate, except as otherwise expressly provided herein; (B) Escrow Agent is hereby instructed to promptly return to Seller and Buyer all funds, together with any accrued interest on such funds, and documents deposited by them, respectively, into Escrow which are held by Escrow Agent on the date of said termination; and (C) the cancellation charges required to be paid by and to Escrow Agent and the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer and all other charges shall be borne by the party incurring same.

Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller’s obligation to effect the Closing, then such failure shall constitute a default hereunder, in which case, Section 20(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser’s obligation to effect the Closing, then, (i) Seller may, if it so elects and without any abatement in the Purchase Price, adjourn the Scheduled Closing Date for a period or periods not to exceed sixty (60) days in the aggregate and (ii) if, after any such extension, the conditions precedent to Purchaser’s obligation to effect the Closing continue to not be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller’s default hereunder, then Purchaser or Seller shall be entitled to terminate this Agreement by notice thereof to the other party. If this Agreement is so terminated, then neither party shall have any further obligations hereunder, except those expressly stated to survive the termination of this Agreement. If the provisions of clause (ii) of this Section 10(g) would be applicable, except such failure of condition precedent is the result of Seller’s default hereunder, then Section 20(b) shall govern.

Failure of Condition. So long as a Party is not in default hereunder, if any condition to such Party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as provided herein), such Party may, in its sole discretion, subject to the other Party’s cure rights set forth below, terminate this Agreement by delivering written notice to the other Party on or before the Closing Date (or such earlier date as provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such condition, and in that event said Party shall be deemed to have waived said condition, and there shall be no liability on the part of the other Party hereto for breaches of representations and warranties of which the Party electing to close had actual knowledge as of Closing. Additionally, notwithstanding the foregoing, in the event any condition set forth in Section 7.1 has not been fulfilled and such non-fulfillment can be fully cured or fully compensated for by the payment of money or an indemnity acceptable to Owner JV, Owner JV shall not be relieved of its obligation to close by reason thereof if Hersha Owner elects to grant Owner JV a credit against the Purchase Price, or an indemnity satisfactory to the Owner JV in all respects, in the amount necessary to fully cure or compensate Owner JV for the non-fulfillment of such condition.

Failure of Condition. Except as otherwise provided in this Agreement, if the Escrow fails to close on the Outside Closing Date for any reason whatsoever, including, without limitation, a failure of a condition precedent set forth in this SECTION 9, either Buyer or Seller, if not then in default under this Agreement, may terminate the Escrow and this Agreement upon notice to the other; and, thereupon: 9.3.1 This Agreement and the Escrow shall terminate; 9.3.2 The costs of the Escrow through the Scheduled Closing Date shall be governed by SECTION 4.8; 9.3.3 All monies paid into the Escrow and all documents deposited in the Escrow shall be returned to the party paying or depositing the same together with interest earned thereon; and 9.3.4 Each party shall be released from all obligations under this Agreement except for the obligations that are expressly stated to survive the termination of this Agreement.

Failure of Condition. Provided that a party is not in default of any material obligation of such party, if any condition to such party’s obligation to proceed with the Closing set forth in this Agreement has not been satisfied as of the Closing Date, then such party may, in its sole discretion, elect, by notice given to the other party on or before the Closing Date, to: (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be paid to the party whose condition was not met and no party shall have any further obligation hereunder, except as expressly set forth herein; (ii) extend the time available for the satisfaction of such condition by up to a total of thirty (30) days; or (iii) close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived such condition. If such party elects to proceed pursuant to clause (ii) above, and such condition remains unsatisfied after the end of such extension period, then, at such time, such party may elect to proceed pursuant to either clause (i) or (iii) above. Any failure to timely elect to proceed under clauses (i), (ii) or (iii) above, shall be deemed an election to proceed under clause (ii) above.