Common use of Failure or Waiver of Conditions Precedent Clause in Contracts

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. Without limiting In the rights of the parties in Sections 12.1 and 12.2 below (as applicable), if event any of the conditions set forth in Sections 4.1 Paragraphs 5.1 or 4.2 5.2 are not fulfilled or waived, the party benefited benefitted 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 be at an end except those that expressly survive any termination. Either party may, at its election, at any time or times on or after before 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 Paragraphs 5.1 and 5.2 above. If Notwithstanding the foregoing, Purchaser’s failure to terminate this Agreement prior to the expiration of the Due Diligence Period shall be deemed the complete and irrevocable satisfaction of the condition set forth in Paragraph 5.1(a) above, and Purchaser shall not thereafter be entitled to terminate this Agreement based upon the alleged failure of such condition. In the event this Agreement is terminated as a result of the failure of any condition set forth in Section 4.1 or Section 4.2 and if Paragraph 5.1, Purchaser is not in default shall be entitled to a refund of its obligations hereunder, Escrow Agent shall promptly refund the Deposit to PurchaserXxxxxxx Money. In any event, (a) Purchaser’s consent to the close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions 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. 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 (except Section 4.1(f) which failure shall be governed by the last sentence of this Section 4.5) or 4.2 are not fulfilled or waived, the party benefited by such conditions condition(s) 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 before 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 above4.2. If this Agreement is terminated as a result of the failure to satisfy any condition set forth in Section 4.1 or Section 4.2 and if Purchaser is not in default of its obligations hereunder4.1, 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 Sellers for breaches of representations and warranties of which Purchaser had knowledge as of the Closing; and (b) Seller’s consent . Notwithstanding anything in this Agreement to the close contrary, for the avoidance of escrow pursuant doubt, the parties expressly agree that if there is a failure of any of the conditions in Section 4.1(f) and such failure(s) do(es) not, in the aggregate (and without duplication), exceed three and one half percent (3.5%) of the Purchase Price, then Purchaser shall have no right to terminate this Agreement shall waive any remaining unfulfilled conditions and any liability on as a result of the part failure of Purchaser for breaches of representations and warranties of which Seller had knowledge as of Closingsuch condition.

Failure or Waiver of Conditions Precedent. Without limiting the rights of the parties in Sections 12.1 and 12.2 below (as applicable), if If any of the conditions set forth in Sections SECTION 4.1 or 4.2 are not fulfilled or waivedwaived at or prior to Closing, then the party benefited benefitted by such conditions condition may, by written notice to the other party, terminate this Agreement, whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or effect except those for the Surviving Covenants, unless the other party is able to secure the satisfaction of the noted condition within five (5) Business Days of such termination notice, in which event this Agreement shall not terminate. Notwithstanding the foregoing, the termination of this Agreement pursuant to this SECTION 4.2 shall not be deemed to waive any rights that expressly survive any terminationa party may have pursuant to Article VI of this Agreement. Either party may, at its election, at any time or times on at or after before the date specified for the satisfaction of the conditionClosing, 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 SECTION 4.1(A) and if Purchaser is not in default of its obligations hereunder, Escrow Agent shall promptly refund the Deposit to PurchaserSECTION 4.1(B). In any event, (a) Purchaser’s Acquiror's consent to the close Close of escrow pursuant to this Agreement shall waive any remaining unfulfilled conditions and any liability on except as otherwise specified by 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 provisions in writing. If this Agreement is terminated by Acquiror as a result of the failure of any condition set forth in SECTION 4.1(A), the Title Company, as escrow agent, shall waive return the full amount of the Deposit to Acquiror, together with 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 Closinginterest accrued thereon.