- Failure of Contingencies Sample Clauses

- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied, waived or deferred by the parties in writing, within the period of time set forth above, then, upon written notice, either party may terminate this Agreement. In such event, neither party shall have any further responsibility or liability to the other. The Developer reserves the right, at its option, to waive or defer any one or more of the conditions precedent.
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- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied or waived by the Owner, or the Contractor in the case of a failure of the contingency in subparagraph (f) caused by Owner ("Owner's Default"), in writing at the time of Closing or within such other period of time set forth above applicable to such contingency, then, upon notice to the Contractor (or the Owner, in the case of Owner's Default) and a fifteen (15) day period during which Contractor (or the Owner, in the case of Owner's Default) may cause such contingency to be satisfied, the Owners (or the Contractor, in the case of Owner's Default) may terminate this Agreement. In such event, neither party shall have further responsibility or liability to the other except for Contractor's indemnification of the Owner pursuant to Section 5.3, which shall survive the Closing or the termination of this Agreement.
Sample 1
- Failure of Contingencies. If any contingency is not satisfied, this Agreement shall be voidable by the Seller written notice given to the Buyer by personal delivery, or sent to the following address by certified or registered mail, return receipt requested: District Administrator, Two Rivers Public School District, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxx, XX 00000. If notice is given by personal delivery, it is effective on the date of delivery. If notice is given by mail, it shall be deemed effective two days after the date of mailing. In the alternative, the Seller shall, in the event of any such failure of such contingencies or breach of this Agreement, be entitled to equitable relief, including injunctive relief and specific performance, in addition to any other remedy available to Seller, at law or in equity, as well as costs and attorney’s fees incurred by the Seller in pursuing such remedies. The Buyer further agrees to waive any requirement for the deposit of security of any bond in connection with any equitable remedy.
Sample 1
- Failure of Contingencies. In the event any of the contingencies and conditions have not been met, or will not be met in Purchaser's judgment, by the Closing Date or extensions thereof, Purchaser shall have the sole right and option to waive any contingency or condition, or to declare this Agreement terminated. Seller shall also have the right to terminate this Agreement if the above-described contingency related to the Development Agreement has not been met, or will not be met in Seller's judgment, by the Closing Date or extensions thereof. If this Agreement is timely and properly terminated by either Party, Purchaser shall have the Xxxxxxx Money (defined below) paid by Purchaser, along with any accrued interest, returned to Purchaser immediately. If Purchaser does exercise its option to declare this Agreement terminated and to receive a return of the Xxxxxxx Money paid by Purchaser, or if this Agreement otherwise becomes terminated, Purchaser shall have no further obligation or liability under this Agreement, except for those indemnities, defense, and hold-harmless obligations of Purchaser set forth in Section 3 above or as expressly set forth elsewhere in this Agreement as surviving termination of this Agreement. In addition, the Parties shall each be solely responsible for and shall hold the other harmless for any expenses, costs, damages, claims, lawsuits and judgments, including and not limited to expenses and attorneys' fees, incurred by each of them respectively as a result of this Agreement, except for those indemnities, defense, and hold-harmless obligations of Purchaser set forth in Section 3 above or as expressly set forth elsewhere in this Agreement as surviving termination of this Agreement. Alternatively, in the event any of the contingencies have not been satisfied as of the closing date Purchaser shall have the right to extend the contingency period and closing date for one (1) sixty (60) day period beyond the scheduled closing date, upon providing notice to Seller of its intent to extend no later than the date set for closing.
Sample 1
- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied, waived or deferred by Purchaser and Seller in writing, within the applicable period of time set forth above, then, upon Notice, either party may terminate this Agreement. In such event, neither party shall have further responsibility or liability to the other except that the Purchaser shall, at Seller's cost and expense, promptly apply for, and diligently use its reasonable best efforts to obtain from the Department, a change of ownership of the DON to the Seller or its nominee. Seller reserves the right, at its option, to waive or defer any one or more of the conditions precedent.
Sample 1
- Failure of Contingencies. (a) If either Seller or Purchaser timely notifies the other of the failure of one or more of its Contingencies, then the notifying party may with an additional five (5) days notice elect to terminate this Agreement, in which event, Purchaser shall be entitled to a return of the Xxxxxxx Money. If Purchaser fails to give notice of termination, then Purchaser shall be conclusively deemed to have elected to acquire the Property.
Sample 1

Related to - Failure of Contingencies

  • 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 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.

  • COMMITMENTS AND CONTINGENCIES The QSA JPA may be subject to lawsuits and claims arising out of the normal course of business. As of the date of this disclosure, and to the QSA JPA’s actual knowledge, there are no lawsuits or claims currently pending against the QSA JPA. By way of background, in December 2011, the Court of Appeal upheld the QSA JPA Agreement. (Quantification Settlement Agreement Cases (2011)

  • Funding Contingency If Congress makes any change in law that will affect the amount of funds authorized to be paid under this Agreement, the affected provisions in this Agreement will be automatically revised to reflect such change in funding. Under no circumstance may a payment be made under this Agreement that is in excess of the amount authorized by law at the time such amount may be owed.

  • Financing Contingency The Buyer’s obligations herein are contingent on the Buyer’s obtaining financing to pay the balance on the Purchase Price. The Buyer must present to the Seller a binding commitment for financing the purchase of the Property within days from the Effective date. The terms of the financing must be acceptable to and approved by the Buyer who shall not unreasonably withhold such approval. In the event that the Buyer fails to obtain financing within the time allotted, this Agreement shall automatically terminated and all funds paid by the Buyer shall be returned to the Buyer after deducting all reasonable costs incurred by the Seller in good faith in relation this Agreement.

  • No Financing Contingency Purchaser understands and agrees that this Agreement is not contingent upon Purchaser obtaining financing for Closing. Purchaser shall be solely responsible for making Purchaser’s own financial arrangements to enable Purchaser to pay Seller for the Unit and Purchaser acknowledges that the satisfaction of any condition imposed by a lender is solely at Purchaser’s risk, including, without limitation, the risk of any downward fluctuation in the value of the Unit.

  • Construction Contingency The proposed GMP Change Order shall include, as a separately identified item, a Construction Contingency sum in an initial amount (subject to increase or decrease) against which Design-Builder can draw at its election for the purposes set forth in Section 4 Part 4. The initial Construction Contingency sum shall include the contingency amounts stated in all accepted Component Change Orders.

  • BUDGET CONTINGENCY If the Budget Act of the current year covered under this Grant Agreement does not appropriate sufficient funds for this program, this Grant Agreement shall be of no force and effect. This provision shall be construed as a condition precedent to the obligation of the State to make any payments under this Grant Agreement. In this event, the State shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Grant Agreement and the Grantee shall not be obligated to perform any provisions of this Grant Agreement. Nothing in this Grant Agreement shall be construed to provide the Grantee with a right of priority for payment over any other Grantee. If funding for any fiscal year after the current year covered by this Grant Agreement is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Grant Agreement with no liability occurring to the State, or offer a Grant Agreement amendment to the Grantee to reflect the reduced amount.

  • INSPECTION CONTINGENCY The obligations of the Buyer as set forth in this Agreement are contingent upon Buyer’s inspection of the Property. The Buyer shall have the right to conduct an inspection of the Property within days of the Effective Date. The choice and appointment of the inspector shall be the sole discretion of the Buyer who shall also solely bear the costs of the same. The time and date of the inspection shall be at the option of the Buyer but must be at a reasonable time and notice. In the event that upon completion of the inspection, the Buyer is not satisfied with the state of the Property, the Buyer shall notify the Seller of the unsatisfactory conditions and request the Seller to remedy the same. The Seller shall have days after receiving such notice to remedy the same. In the event that the Seller refuses to allow access to the Property to accommodate the inspection or fails to remedy the unsatisfactory conditions stated in the notice, the Buyer may, in the Buyer’s sole discretion, accept the Property as it is and proceed with the purchase under this Agreement, or terminate this Agreement and recover the Xxxxxxx Money, costs incurred in relation to this Agreement and .

  • FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the State does not pay the Contractor within seven days after the date established in the Contract Documents any amount certified by the Architect or awarded by alternative dispute resolution proceedings, then the Contractor may, upon seven additional days written notice to the State and the Architect, stop the Work until payment of the amount owing has been received. The Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, which shall be effected by appropriate Change Order in accordance with Paragraph 12.3.

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