Right to Terminate Due to Failure of Condition Sample Clauses

Right to Terminate Due to Failure of Condition. (i) In the event that a failure of a condition set forth in Section 12(a) (other than the Occupancy Condition) results in a material adverse effect on the Property, the Acquired Companies, the Fee Owners and the Companion Contract Property, as a whole, then, subject to Sections 5(b), 10(c) and 12(d), Buyer shall have the right, as its sole remedy, to either (A) proceed to Closing hereunder without any reduction in Purchase Price notwithstanding the non-satisfaction of such condition, in which event Buyer shall be deemed to have waived any such condition, or (B) terminate this Agreement and receive back the Deposit (excluding the Non-Refundable Deposit, except in the event (x) any condition set forth in Section 12(a) fails to be satisfied due to a Seller Default which has not been timely cured pursuant to and in accordance with Section 14(b) or (y) the Loan Assumption Conditions fail to be satisfied as a result of any reason other than a Buyer’s default under this Agreement which has not been timely cured in accordance with Section 14(a)); provided, however, that if the applicable failure of a condition was solely the result of a breach by any Seller of its covenants hereunder and/or a breach by Companion Contract Seller under the Companion Contract, and same has not been cured by such Seller in accordance with Section 14(b) (or by Companion Contract Seller under the Companion Contract) on or before the Closing Date, and Buyer elects to terminate this Agreement pursuant to subsection (B) above, in addition to the receipt of the Deposit (including the Non-Refundable Deposit), Buyer shall also be entitled to the reimbursement of the Pursuit Costs (without any duplication of amounts reimbursable to Buyer pursuant to Section 14(b)); provided that this sentence shall not apply to a termination by Buyer as a result of the failure of the Occupancy Condition. With respect to a failure of the Occupancy Condition, Buyer’s only remedies shall be as set forth in Section 5(e). For the avoidance of doubt, if the Companion Contract Buyer is entitled to the reimbursement of Pursuit Costs or return of the Deposit (including Non-Refundable Deposit) under the terms of the Companion Contract, then Buyer shall also be entitled to the reimbursement of Pursuit Costs (without duplication) and return of the Deposit (including Non-Refundable Deposit) hereunder following the termination of this Agreement by Buyer.
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Right to Terminate Due to Failure of Condition. In the event of a failure of a condition set forth in Section 12(a), the following provisions shall apply.
Sample 1

Related to Right to Terminate Due to Failure of Condition

  • Failure of Conditions; Termination In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement. In such event, the party that has failed to fulfill the conditions specified in this Agreement will liable for the other parties legal fees. The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

  • Failure of Condition (a) In the event of a failure of any condition contained in Section 7.1 or 7.2 above which is not the result of a default by either party, the party for whose benefit the condition existed may either waive the condition and proceed to Closing or may terminate this Agreement in which event the Deposit and all documents and funds deposited by Purchaser shall be immediately returned to Purchaser, all documents deposited by Seller shall be immediately returned to Seller, and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12);

  • Right to Terminate Following Event of Default If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by March 15, 2018; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • 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.

  • Reservation of Right to Terminate Relationship Nothing contained in this Agreement shall restrict the right of the Company to terminate the relationship of the Optionee at any time, with or without cause. The termination of the relationship of the Optionee by the Company, regardless of the reason therefor, shall have the results provided for in Sections 3 and 4 of this Agreement.

  • Right to Terminate Notwithstanding anything to the contrary set forth in this Agreement, this Agreement may be terminated and the transactions contemplated herein abandoned at any time prior to the Closing:

  • Landlord’s Right to Terminate Landlord shall have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within thirty days after the date of such damage or destruction:

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

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