Failure of Seller’s Closing Conditions. If any of the Seller's Closing Conditions have not been fulfilled within the applicable time periods, Seller may:
Failure of Seller’s Closing Conditions. In the event one or more of Seller’s conditions to the Closing set forth in Section 8.2 hereof are not satisfied or otherwise waived by Seller on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of termination to Buyer prior to Closing. Upon any election by Seller to terminate this Agreement and the Escrow pursuant to this Section 8.5(b), the provisions of Section 8.5(c) shall govern.
Failure of Seller’s Closing Conditions. In the event one or more of Seller's conditions to the Closing set forth in Section 8.2 hereof are not satisfied by Buyer or otherwise waived by Seller on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Seller shall have the right to extend the Closing Date for such period of time as reasonably necessary for Buyer to satisfy such condition, not to exceed sixty (60) Calendar Days in the aggregate, by giving written notice to Buyer. If Seller does not make such election to extend, or if Seller makes such election but such condition is not satisfied within such extended period, then Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of termination to Buyer. Upon any election by Seller to terminate this Agreement and the Escrow pursuant to this Section 8.5(b), the provisions of Section 8.5(c) shall govern.
Failure of Seller’s Closing Conditions. If any of the Seller's Closing Conditions are not satisfied or expressly waived in writing by Seller on or prior to the Closing Date, Seller may elect, in Seller's sole and absolute discretion, to terminate this Agreement by delivering written notice to Buyer and Escrow Holder. If Seller elects to terminate this Agreement due to the failure of a Seller's Closing Condition OTHER THAN, with respect to Subsections 4.3.2(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Seller, then (a) Seller may retain the Independent Consideration, the Deposit, to the extent made, as liquidated damages as provided in Section 5.1 below as its sole and exclusive remedy, (b) Buyer shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or certify to Seller the destruction of) any and all materials, data and other information relating to the Property given to Buyer by or on behalf of Seller, including the Seller Deliveries, and (d) thereafter neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations. Nothing contained herein shall be deemed or construed to relieve Buyer of any liability or waive any of Seller’s remedies hereunder if any Seller’s Closing Condition is not satisfied due to a breach by Buyer under this Agreement. This Section 4.5 shall survive any such termination of this Agreement. In the event Seller terminates the Parallel Agreement in accordance with Section 4.5 of the Parallel Agreement, this Agreement shall automatically terminate and the parties shall apply the provisions of clauses (a) through (d) in this Section 4.5 in the same manner as the parties are applying clauses (a) through (d) of Section 4.5 of the Parallel Agreement.
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions are not met, Seller may either (a) waive any of Seller’s Closing Conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) terminate this Agreement, and, if such failure constitutes a default by Purchaser, exercise any of Seller’s remedies pursuant to Section 9.1 below. Nothing in this Article 8 shall limit or otherwise modify Seller’s right under Section 5.1 above.
Failure of Seller’s Closing Conditions. Subject to Seller's rights under Section 13.1 hereof with respect to any default by Buyer, if any of the Seller's Closing Conditions have not been fulfilled within the applicable time periods, Seller may:
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions are not satisfied at Closing (a “Seller’s Closing Condition Failure”), and, as applicable, Purchaser fails to cure such condition failure within fifteen (15) days after written notice from Seller or SSL Riverview to Purchaser of such failure (excepting a failure to deliver the Purchase Price at Closing for which there shall be no cure period) then Seller or SSL Riverview shall have the right, in Seller’s and SSL Riverview’s absolute discretion (unless Seller’s Closing Condition Failure was within the discretion or control of Seller or SSL Riverview, as applicable), to either (i) terminate this Agreement by providing written notice to Purchaser, in which case the Deposit shall be disbursed to Seller and SSL Riverview in accordance with Section 3.2.5 (unless such termination is as a result of Seller’s Closing Condition Failure under Sections 7.3.5 or 7.3.6), provided Purchaser shall have used commercially reasonable efforts to cause the satisfaction of such Seller’s Closing Condition), in which case the Deposit shall be returned to Purchaser, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive the termination, or (ii) complete the transactions set out herein, with no adjustment of the Purchase Price and the Seller’s Closing Condition Failure shall be deemed to have been waived.
Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions have not been fulfilled within the applicable time periods and such failure to fulfill a condition is not cured by Buyer within ten (10) Business Days after written notice thereof from Seller, Seller may:
Failure of Seller’s Closing Conditions. If any of the Seller’s Closing Conditions are not satisfied or expressly waived in writing by Seller on or prior to the Closing Date, Seller may elect, in Seller’s sole and absolute discretion, to terminate this Agreement by delivering written notice to Buyer and Escrow Holder. If Seller elects to terminate this Agreement due to the failure of a Seller’s Closing Condition OTHER THAN, with respect to Subsections 4.3.2(c) or (d), to the extent an order, injunction or proceeding is against or due to the actions or inactions of Seller, then (a) Seller may retain the Independent Consideration and the Deposit, to the extent made, as liquidated damages as provided in Section 5.1 below as its sole and exclusive remedy, (b) Buyer shall pay any escrow and title cancellation fees and charges, (c) Buyer shall return to Seller (or
Failure of Seller’s Closing Conditions. In the event one or more of Seller’s conditions to the Closing set forth in Section 8.2 hereof are not satisfied or otherwise waived by Seller on or before the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by Seller or Buyer in the performance of their respective obligations under this Agreement, then Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of termination to Buyer prior to Closing. Upon any election by Seller to terminate this Agreement and the Escrow pursuant to this Section 8.5(b), the provisions of Section 8.5(c) shall govern. Notwithstanding the foregoing, in the event that Seller terminates this Agreement pursuant to this Section 8.5(b) as a result of the failure of Seller’s condition to the Closing set forth in Section 8.2(c) to be satisfied on or before the Closing Date, Seller shall pay to Buyer an amount equal to all of Buyer’s costs, fees and expenses, including attorneys’ fees and costs, incurred in connection with the transaction contemplated by this Agreement (including Buyer’s due diligence expenses).
