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 of Conditions. None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.
Failure of Conditions. In the event that any of the conditions to the obligations of either party are not satisfied or waived on or prior to the Closing Date, and if any applicable cure period provided in Section 8.02 hereof has lapsed, then such party may terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
Failure of Conditions. This Agreement may be terminated by either party hereto, if the conditions, as set forth in this Agreement to such terminating party's obligations under this Agreement are not fulfilled on or prior to the Closing Date; provided that any such termination shall not limit the remedies otherwise available to such party as a result of misrepresentations of or breaches by the other party.
Failure of Conditions. If any of the conditions listed in subsection (a) are not satisfied by the Condition Satisfaction Date, the Parties will attempt in good faith to negotiate new dates for the satisfaction of the failed conditions. If the Parties are unable to negotiate new dates then Lessor may terminate this Agreement upon ten (10) days written notice to Buyer without liability for costs or damages or triggering a default under this Agreement.
Failure of Conditions. The LFC may terminate this Agreement for irremediable breach under clause 22.1(a) if the Service Provider has not continued to meet the Security Requirements during the Term, and the Service Provider has not remedied that breach within the period of twenty (20) Business Days following the date that the LFC has given the Service Provider notice of such failure.
Failure of Conditions. In the event that as of July 1, 1998 for any reason any of the conditions set forth in Section 2 (the "Conditions") are not met, MainStreet shall have the option, exercisable by written notice to UCI on or before July 8, 1998 to either (i) require UCI to continue to use its reasonable best efforts to complete the Conditions no later than July 31, 1998, or (ii) unwind the transactions as herein provided (an "Unwind Event"). In the case of an Unwind Event or if the Conditions have not been met by July 31, 1998, the parties to the Acquisition Agreement shall immediately take all actions in their best efforts to restore the parties to the respective positions they held prior to the closing of the transactions contemplated in the Acquisition Agreement. In this connection, without limiting the generality of the foregoing, each party to the Acquisition Agreement shall (a) undertake all such actions necessary so that, to the greatest extent reasonably practicable, all liabilities and assets transferred from any party in the Acquisition are transferred back to such party, (b) shall execute and deliver any and all deeds, bills of sale, assignments, assumptions, and other instruments of conveyance or assumption as shall be reasonably required to return such liabilities and assets, and (c) perform such other acts as set forth in the Acquisition Agreement concerning the unwinding of the transactions contemplated in the Acquisition Agreement. The Transferees will use commercially reasonable efforts to hold separate and segregate the Assets until the conditions set forth in Section 2 above are satisfied. In the event for any reason a party (the Maker") is unable to return to any other party (the "Holder") any assets (including any cash) or liabilities received by or from the Holder pursuant to the Acquisition Agreement, the Maker shall immediately execute and delivery to the Holder a promissory note (the "Note") in favor of the Holder in an original principal amount equal to, with respect to any party, the excess, if any, of the amount of the fair market value of any and all assets which are not returned by such party as set forth above over the fair market value of any and all liabilities which are not returned by such party in each case taking into account the terms of the Acquisition Agreement. Such Note shall bear interest at the then "Prime Rate" as listed in the Money Rates Section of the Wall Street Journal, and all interest and principal thereunder shall be due a...
Failure of Conditions. In the event any of the conditions to the obligations of either party are not satisfied or waived as specified in Article Five hereof, and if any applicable cure period provided in Section 6.2 hereof has lapsed, then the party for whose benefit such conditions were imposed may, regardless of whether stockholder approval of this Agreement and the transactions contemplated hereby shall have been previously obtained, terminate and cancel this Agreement by delivery of written notice of such action to the other party on such date.
Failure of Conditions. 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 or any other applicable date specified in this Agreement, such party may, in its sole discretion, either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date, (b) extend the time available for the satisfaction of such condition, or (c) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. If such party elects to proceed pursuant to clause (b) 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 (a) or (c) of the preceding sentence. In the event the failure of a condition precedent for the benefit of either party is not satisfied due to a breach of this Agreement by the other party, the benefitted party’s rights and remedies shall be as set forth in Section 9 (for example, a failure or refusal to perform a party’s obligations under this Agreement or actions resulting in a material title defect).
Failure of Conditions. If the Conditions Precedent shall not have been satisfied or waived by April 30, 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 April 30, 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.
