Failure of Seller Condition Sample Clauses

Failure of Seller Condition. Seller upon written notice to Buyer if any of the conditions to the Closing set forth in Section 8.3 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by Seller;
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Failure of Seller Condition. Seller, upon written notice to Purchaser, if any of the conditions to the Closing set forth in Section 7.3 shall have become incapable of fulfillment and shall not have been waived in writing by Seller; provided, however, that, with respect to the conditions set forth in Sections 7.3(a) or 7.3(b), such condition shall be deemed incapable of being fulfilled in the event that Purchaser has had an opportunity to cure for a period of thirty (30) days after written notice of breach; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured;
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Failure of Seller Condition. In the event of the failure of any condition precedent set forth in Section 6.2, Seller, at its sole election, may (i) terminate this Agreement, (ii) waive the condition and proceed to the Closing, or (iii) extend the Closing Date for such additional period of time (except as otherwise expressly provided herein, not to exceed ten (10) days in the aggregate) as may be reasonably required to allow Purchaser to satisfy such condition. Nothing set forth in this Section 6.3(b) shall affect Seller’s rights or remedies under Section 11.2(a) with respect to any breach of this Agreement by Buyer.
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Failure of Seller Condition. Seller upon written notice to Buyer if there has been a breach or inaccuracy of any representation or warranty contained in this Agreement on the part of Buyer or Buyer has failed to perform or comply with any of its covenants or agreements contained in this Agreement, which breach, inaccuracy or failure to perform or comply (i) would give rise to the failure of any of the conditions to the Closing set forth in Section 8.3 and (ii) is incapable of being cured by Buyer by the Outside Date or, if curable, is not cured by Buyer on or before the earlier of (A) the Outside Date or (B) so long as Buyer continues to diligently seek to cure such breach, inaccuracy or failure to perform or comply, the date that is ninety (90) days following the receipt by Buyer of written notice from Seller of such breach, inaccuracy or failure to perform or comply; provided that Seller shall not have the right to terminate this Agreement pursuant to this Section 9.1c) if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement;
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Failure of Seller Condition. Seller upon written notice to Buyer if Buyer or Buyer Parent is in breach of any covenant made by Buyer or Buyer Parent (as the case may be) and contained in this Agreement such that any of the conditions to the Closing set forth in Section 7.3 shall have become incapable of fulfillment by the Termination Date and shall not have been waived in writing by Seller (a “Terminating Buyer Breach”) and such Terminating Buyer Breach is not cured within thirty (30) days after written notice thereof or is incapable of being cured by Buyer or Buyer Parent (as the case may be) by the Termination Date; provided that if such Terminating Buyer Breach is curable and can reasonably be expected to be cured by Buyer by the Termination Date through the exercise of commercially reasonable efforts, Seller may not terminate this Agreement under this clause (c) until the Termination Date for so long as Buyer continues to exercise such commercially reasonable efforts;
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Failure of Seller Condition. Seller, if Buyer has breached any representation, warranty or covenant contained herein and (1) such breach has not been cured within ten days after Seller’s notice to Buyer of such breach (provided, however, that no such cure period will be available or applicable to any such breach which by its nature cannot be cured) and (2) if not cured at or before the Closing, such breach would result in the failure of any of the conditions set forth in Section 7.1 or Section 7.3 to be satisfied (provided, however, that the right to terminate this Agreement under this Section 10.1(e) will not be available to Seller if Seller is at that time in material breach of this Agreement). Any Party desiring to terminate this Agreement pursuant to Section 10.1(a) through (e) must give prior written notice of such termination to the other Party.
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Related to Failure of Seller Condition

  • 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.

  • Conditions to Seller’s Obligation Seller's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Purchaser’s Conditions The respective obligation of each Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by such Purchaser in writing, in whole or in part with respect to its Purchased Units, to the extent permitted by applicable Law):

  • Seller’s Conditions The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Seller’s Obligations Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Seller’s Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer’s Conditions The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction at or prior to the Closing of the following conditions:

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