Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Sections 4.1 or 4.2 are not fulfilled or waived, the party benefited by such conditions may, by written notice to the other party, terminate this Contract, whereupon all rights and obligations hereunder of each party shall terminate except those that expressly survive any termination. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Sections 4.1 and 4.2 above. In the event this Contract is terminated as a result of any condition set forth in Section 4.1, Purchaser, as its sole and exclusive remedy, shall be entitled to a refund of the Xxxxxxx Money, less the applicable Independent Contract Consideration (which shall be paid to Seller). In any event, Purchaser’s consent to the close of escrow pursuant to this Contract shall waive any remaining unfulfilled conditions, and any liability on the part of Seller for breaches of covenants, representations and warranties of which Purchaser had knowledge as of the Closing.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Section 5.1 or 5.2 do not occur as of the Closing Date, or such earlier date as set forth above, or have not been waived in writing by Buyer or Seller, respectively, the party for whose benefit the failed condition exists may terminate this Agreement by written notice to the other party, the Deposit will be returned to Buyer, and neither party shall have any further obligation to the other, other than as stated in the Agreement. Buyer and Seller may, at their election, at any time or times on or before the Closing Date, waive in writing the benefit of any of the conditions set forth in Section 5.1 or 5.2. A party’s waiver of any condition to the Closing shall not constitute a waiver by that party of any other unsatisfied conditions, or of such party’s right to terminate this Agreement based on said other unsatisfied conditions, unless such waiver is specified in writing by such party. Buyer and Seller agree to cooperate and to use all reasonable efforts to fulfill the conditions set forth herein.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Section 3.1 are not fulfilled or waived by the party intended to be benefited thereby, this Agreement shall terminate. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 3.1(a) and 3.1(b) above. Buyer's failure to notify Seller in writing of the failure of any of the conditions set forth in Section 3.1(a) on or before the date specified for satisfaction shall constitute a waiver of such condition. In any event, Buyer's consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions.
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Section 3.1 are not fulfilled or waived, the party benefited by such condition may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 3.1(a) and 3.1(b) above. Notwithstanding the foregoing, Buyer's failure to deliver to Seller on or prior to the close of the Inspection Period an executed Inspection Letter in the form attached as Exhibit B, without modification or qualification in any manner whatsoever, shall be deemed a failure of the condition set forth in Section 3.1(a)(i) above. In the event this Agreement is terminated as a result of the failure of any condition set forth in Section 3.l(a), Seller shall return the full amount of the Deposit to Buyer. In any event, Buyer's consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions.
Failure or Waiver of Conditions Precedent. If other than as a result of a default by either party (in which case Article VI shall apply), any of the conditions set forth in Sections 4.6 or 4.7 are not fulfilled or waived on or before the Outside Closing Date, the sole and exclusive remedy available to the party benefited by such conditions shall be to terminate this Agreement by written notice to the other party, whereupon the Xxxxxxx Money shall be refunded to Purchaser (less Purchaser’s share of any escrow charges) and all rights and obligations hereunder of each party shall be at an end except those that expressly survive any termination of this Agreement. Either party benefited by a condition set forth in Sections 4.6 and 4.7 above may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of such condition. The parties’ consummation of the Closing pursuant to this Agreement shall waive any remaining unfulfilled conditions and any liability on the part of the other party for breaches of representations and warranties of which such party had actual knowledge as of the Closing.
Failure or Waiver of Conditions Precedent. Without limiting the rights of the parties in Sections 12.1 and 12.2 below (as applicable), if any of the conditions set forth in Sections 4.1 or 4.2 are not fulfilled or waived, the party benefited by such conditions may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall terminate except those that expressly survive any termination. Either party may, at its election, at any time or times on or after the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions benefitting such party set forth in Sections 4.1 or 4.2 above. If this Agreement is terminated as a result of any condition set forth in Section 4.1 or Section 4.2 and if Purchaser is not in default of its obligations hereunder, Escrow Agent shall promptly refund the Deposit to Purchaser. In any event, (a) Purchaser’s consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions and any liability on the part of Seller for breaches of representations and warranties of which Purchaser had knowledge as of Closing; and (b) Seller’s consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions and any liability on the part of Purchaser for breaches of representations and warranties of which Seller had knowledge as of Closing.
Failure or Waiver of Conditions Precedent. In the event ------------------------------------------ any of the conditions set forth in Section 3.1 are not fulfilled or waived, the party benefitted by such condition may, by written notice to the other party, terminate this Agreement, whereupon all then remaining rights and obligations hereunder of each party shall be at an end and, in the event of the failure of a condition set forth in Section 3.1(a), the Deposit, together with interest, shall be returned to Buyer. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 3.1(a) and 3.1(b) above. Notwithstanding the foregoing, Buyer's failure to deliver to Seller on or prior to the close of the Inspection Period an executed Inspection Letter in the form attached as Exhibit B, without modification or ---------- qualification in any manner whatsoever, shall be deemed a failure of the condition set forth in Section 3.1(a)(i) above. In any event, Buyer's consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions. In the event this Agreement is terminated by Buyer prior to the end of the Inspection Period based on the failure of a condition set forth in Section 3.1(a)(i) (as evidenced by written notice of such termination given by Buyer to Seller and Title Company on or prior to the close of the Inspection Period), then, within two (2) business days following Title Company's receipt of Buyer's demand therefor, Title Company is hereby instructed, without the need for further mutual instructions from the parties (and notwithstanding any contrary instruction from either Buyer or Seller), to immediately deliver the Deposit and all interest accrued thereon to Buyer and to cancel the Escrow. Title Company is instructed not to accept any modification of this instruction unless such modification is on a single document signed by both Buyer and
Failure or Waiver of Conditions Precedent. In the event any of the conditions set forth in Sections 4.18 or 4.19 are not fulfilled or waived, the party benefited by such condition may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end. No such termination shall relieve either party of any obligations or liabilities arising as a consequence of a breach or default under this Agreement or in respect of any claim under any indemnification provision set forth in this Agreement. Purchaser and Seller may, at their election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth, respectively, in Sections 4.18 or 4.19. In the event this Agreement is terminated as a result of the failure of any condition set forth in Sections 4.18 or 4.19 (or as a result of any other event giving rise to a right on the part of Purchaser to terminate this Agreement), Seller shall within one business day direct Title Company to return the full amount of the Deposit to Purchaser. In addition, if for any reason, this Agreement is terminated based upon the failure of either or both of the conditions set forth in Sections 4.18(e) or 4.19(e), Seller shall pay to Purchaser within five (5) business days following such termination an additional amount equal to (a) One Million Dollars ($1,000,000) plus (b) Purchaser’s reasonable out-of-pocket expenses incurred in connection with the transaction contemplated by this Agreement, up to a maximum amount of Three Hundred Seventy-Five Thousand Dollars ($375,000).
Failure or Waiver of Conditions Precedent. Except as otherwise set forth in Sections 3.1 or 3.2 above, in the event any of the conditions set forth in Sections 3.1 or 3.2 are not fulfilled or waived by the party intended to be benefited thereby, then by notice from the party intended to be so benefited to the other, this Agreement shall terminate and all rights and obligations and the parties shall not have any obligations accruing following such termination except those which explicitly survive. In such event, the Deposit shall be returned to Buyer, subject to Section 2.6 above and Buyer shall promptly deliver to Seller all documents previously obtained from Seller and all copies thereof. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Sections 3.1 and 3.2 above. If a party does not give timely notice to the other of its approval of a condition precedent for its benefit, that party shall be deemed to have approved such condition and such condition shall be deemed to have been satisfied. The consent to the close of Escrow for the purchase of the Property pursuant to this Agreement shall waive any remaining unfulfilled conditions in favor of the consenting party.
Failure or Waiver of Conditions Precedent. (a) If any of the conditions set forth in Section 3.1(a)(i) or (iii) is not fulfilled or waived by Buyer with respect to a particular Property, Buyer may, by written notice to Transferors, terminate this Agreement with respect to the applicable Property and such Property shall be treated as a Deleted Property. If the condition set forth in Section 3.1(b)(ii) is not fulfilled or waived, Transferors may, by written notice to Buyer, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall be at an end. Either party may, at its election, at any time or times on or before the date specified for the satisfaction of the condition, waive in writing the benefit of any of the conditions set forth in Section 3.1(a) and 3.1(b) above. In any event, Buyer's consent to the close of escrow with respect to a Property pursuant to this Agreement shall waive any remaining unfulfilled conditions for the benefit of Buyer with respect to such Property.
