Common use of Failure to Satisfy Conditions Clause in Contracts

Failure to Satisfy Conditions. In the event that any of the conditions of a Party’s obligation to close hereunder as set forth in Section 3.3 or 3.4 hereof are unsatisfied for any reason other than a Permitted Delay, that Party shall be entitled, but not obligated, upon notice delivered to the other Party to this Contract on or prior to the Closing Date, to receive one adjournment of thirty (30) days of the Closing to enable that Party to satisfy or cause to be satisfied such conditions. If on the original or any adjourned Closing Date, any condition(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been waived by such Party, then such Party shall have the right to terminate this Contract upon thirty (30) days written notice to the other, and unless, during such thirty (30) day notice period, either (a) the Party entitled to terminate shall waive such condition(s) as provided above and agree to proceed to Closing hereunder, or (b) the Party entitled to terminate my, by written notice to the other Party, terminate this Contract, in which event this Contract shall immediately terminate and subject to the last sentence of Section 2.32.4, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this Contract, the provisions of this Contract pertaining to such default, and to the Parties’ respective rights, remedies and obligations in connection with such default, shall be applicable in addition to, or (in the non-defaulting Party’s discretion) as an alternative to, the non-defaulting Party’s aforesaid right of termination.

Failure to Satisfy Conditions. In the event that So long as a party is not in default hereunder, if any of the conditions of a Partycondition to such party’s obligation to close hereunder as set forth in Section 3.3 or 3.4 hereof are unsatisfied for any reason other than a Permitted Delay, that Party shall be entitled, but not obligated, upon notice delivered to the other Party to this Contract on or prior to proceed with the Closing Date, to receive one adjournment of thirty (30) days hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), subject to enable that Party to satisfy or cause to be satisfied any applicable notice and cure periods provided in Sections 10.1 and 10.2, such conditions. If on the original or any adjourned Closing Dateparty may, any condition(sin its sole discretion either (i) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been waived by such Party, then such Party shall have the right to terminate this Contract upon thirty (30) days written notice to the other, and unless, during such thirty (30) day notice period, either (a) the Party entitled to terminate shall waive such condition(s) as provided above and agree to proceed to Closing hereunder, or (b) the Party entitled to terminate my, Agreement in its entirety by delivering written notice to the other Partyparty and Escrow Agent on or before the Closing Date (or such earlier date as is provided herein) and Escrow Agent shall immediately direct any Xxxxxxx Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the parties hereto shall have no further rights or obligations hereunder, terminate this Contractexcept for rights and obligations which, by their terms, survive the termination hereof, or (ii) elect to close notwithstanding the non-satisfaction of such condition, in which event this Contract shall immediately terminate and subject to the last sentence of Section 2.32.4, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this Contract, the provisions of this Contract pertaining to such default, and to the Parties’ respective rights, remedies and obligations in connection with such default, party shall be applicable in addition todeemed to have waived any such condition. In the event such party elects to close, or (in notwithstanding the non-defaulting Party’s discretion) as an alternative tosatisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the non-defaulting Party’s aforesaid right part of terminationany other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closing.

Failure to Satisfy Conditions. In the event that So long as a party is not in default hereunder, if any of the conditions of a Partycondition to such party’s obligation to close hereunder as set forth in Section 3.3 or 3.4 hereof are unsatisfied for any reason other than a Permitted Delay, that Party shall be entitled, but not obligated, upon notice delivered to the other Party to this Contract on or prior to proceed with the Closing Date, to receive one adjournment of thirty (30) days hereunder has not been satisfied as of the Closing Date (or such earlier date as is provided herein), subject to enable that Party to satisfy or cause to be satisfied any applicable notice and cure periods provided in Sections 10.1 and 10.2, such conditions. If on the original or any adjourned Closing Dateparty may, any condition(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been waived by such Party, then such Party shall have the right to terminate this Contract upon thirty (30) days written notice to the other, and unless, during such thirty (30) day notice period, either in its sole discretion: (a) terminate this Agreement with respect only to those Properties as to which the Party entitled to terminate shall waive such condition(s) as provided above and agree to proceed have not been satisfied (subject to Closing hereunder, the limitations of Sections 7.2.1(4) and 7.2.2(9)); or (b) if the Party entitled condition(s) to close have not been satisfied as to under Section 7.2.1(4) and 7.2.1(4) or where in this Agreement provides for a termination of this Agreement in its entirety, to terminate mythis Agreement in its entirety, in each case by delivering written notice to the other Partyparty and Escrow Agent on or before the Closing Date (or such earlier date as is provided herein), terminate this Contractor elect to close notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. In the event such party elects to close, notwithstanding the non-satisfaction of such condition, said party shall be deemed to have waived said condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closing. In the event this Contract shall immediately terminate and Agreement is terminated in part with respect to certain Properties (subject to the last sentence limitations of Section 2.32.4, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this ContractSections 7.2.1(4) and 7.2.2(9)), the provisions of this Contract pertaining to such default, and to the Parties’ respective rights, remedies and obligations in connection with such default, Purchase Price shall be applicable in addition to, or (in reduced by the non-defaulting Party’s discretion) as an alternative to, the non-defaulting Party’s aforesaid right of terminationAllocated Purchase Price for such Properties.

Failure to Satisfy Conditions. In the event that any of the conditions of a Party’s obligation to close hereunder as set forth in Section 3.3 or 3.4 hereof are unsatisfied for any reason other than a Permitted Delay, that Party shall be entitled, but not obligated, upon notice delivered to the other Party to this Contract on or prior to the Closing Date, to receive one adjournment of thirty (30) days of the Closing to enable that Party to satisfy or cause to be satisfied such conditions. If on the original or any adjourned Closing Date, any condition(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been waived by such Party, then such Party shall have the right to terminate this Contract upon thirty (30) days written notice to the other, and unless, during such thirty (30) day notice period, either (a) the Party entitled to terminate shall waive such condition(s) as provided above and agree to proceed to Closing hereunder, or (b) the Party entitled to terminate mymay, by written notice to the other Party, terminate this Contract, in which event this Contract shall immediately terminate and subject to the last sentence of Section 2.32.42.3, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this Contract, the provisions of this Contract pertaining to such default, and to the Parties’ respective rights, remedies and obligations in connection with such default, shall be applicable in addition to, or (in the non-defaulting Party’s discretion) as an alternative to, the non-defaulting Party’s aforesaid right of termination.

Failure to Satisfy Conditions. In the event that any of the conditions of a the other Party’s obligation to close hereunder as set forth in Section 3.3 10.1 or 3.4 10.2 hereof are unsatisfied for any reason reason, other than a Permitted DelayForce Majeure, that Party the Developer on the one hand, or the Authority on the other hand, as the case may be, shall be entitled, but not obligated, upon notice delivered to the other opposite Party to this Contract on Agreement at or prior to the Closing Date, to receive one adjournment of thirty (30) days or more adjournments of the Closing to a date not later than the Outside Closing Date, to enable that such Party to satisfy or cause to be satisfied such conditions. If on the original or any adjourned Outside Closing Date, any condition(sconditions(s) of the obligation of a Party to close hereunder shall remain unsatisfied and has not been waived by such Party, then such Party shall have the right to terminate this Contract Agreement effective upon thirty (30) days written notice to the otherother Party, and unless, during such thirty (30) day notice period, either (a) unless the Party entitled to terminate shall waive such condition(sthe applicable conditions(s) as provided above and agree to proceed to Closing hereunder, or (b) the Party entitled to terminate mythis Agreement shall terminate, by written notice to the other Party, terminate this Contract, in which event this Contract shall immediately terminate and subject to the last sentence of Section 2.32.4thereafter, neither Party shall have any further rights hereunder or obligations to the other of any nature hereunder or by reason hereof, except that with respect to a failure to satisfy any condition of the Closing that results from a Party’s default under this ContractAgreement, the provisions of this Contract Agreement pertaining to such default, and to the Parties’ respective rights, remedies and obligations in connection with such default, shall be applicable in addition to, or (in the non-defaulting Party’s discretion) as an alternative to, the non-defaulting Party’s aforesaid right of termination.