Failure of a Condition Sample Clauses
The "Failure of a Condition" clause defines what happens if a specific condition required by the contract is not met. Typically, this clause allows one or both parties to terminate the agreement or suspend their obligations if a condition precedent or subsequent does not occur as expected. For example, if a contract is contingent on regulatory approval and that approval is not obtained, this clause would specify the parties' rights and remedies. Its core function is to allocate risk and provide clarity by outlining the consequences and next steps when contractual conditions are not fulfilled.
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Failure of a Condition. 7.3.1 If any condition precedent to Purchaser’s obligation to close the transactions contemplated by this Agreement, as set forth in Section 7.1 of this Agreement, has not been satisfied on or before the Closing Date, then Purchaser shall give notice to Seller of the condition or conditions that Purchaser asserts are not satisfied. Purchaser shall have the right to waive the unsatisfied condition or conditions by written notice to Seller and Escrow Agent given on or before the Closing Date, in which case Purchaser shall have the right to extend the Closing Date by one (1) Business Day. Seller shall have the right to extend the Closing Date for a period of up to six (6) months by delivering written notice to Seller and Escrow Agent within five (5) Business Days’ after Seller’s receipt of such notice if Seller is unable to meet the conditions to close under this Agreement or the Other Phases agreements, and is diligently working to be able to close such phase(s); provided, that if the Closing Date is extended beyond December 31, 2012, Purchaser is given notice not less than sixty (60) days’ advanced notice of the extended Closing Date (further provided that Purchaser and Seller shall use good faith efforts to close prior to the end of any such sixty (60) day period). The failure of any condition set forth in Section 7.1 hereof that is not reasonably susceptible of being cured within the time allotted shall not constitute a default, breach of a covenant, or other failure to perform by Seller hereunder if caused by a third party (other than Seller’s lender) unless such failed condition was caused by Seller’s negligence, or willful and intentional actions or omissions in violation of its covenants set forth in this Agreement, in which case such shall be a Seller default entitling Purchaser to exercise its rights under Article 10. In the event Seller exercises its right to extend the Closing Date in order to meet a condition precedent to Purchaser’s obligation to close under this preceding paragraph and Closing does not occur on or before December 31, 2012, Escrow Agent shall promptly refund the Extension Payment (together with any interest accrued thereon) to Purchaser. If Seller has exercised its right to extend the Closing Date and Closing does not occur on or before June 21, 2013, Escrow Agent shall promptly refund the Deposit (together with any interest accrued thereon) to Purchaser. If any condition precedent to Seller’s obligation to close the transaction...
Failure of a Condition. Except in those instances where Escrow automatically terminates under the terms of this Agreement, if any condition is not satisfied or waived within the time period and in the manner set forth in this Agreement, then the party for whose benefit the condition exists (as provided in Paragraphs 4 and 5 of this Agreement) may terminate this Agreement by delivering written notice to the other party and to Escrow Holder after the end of the applicable time period but prior to the Close of Escrow.
Failure of a Condition. If any condition precedent to Buyer’s obligation to close the transactions contemplated by this Agreement has not been satisfied on or before the Closing Date, then Buyer shall give written notice to Seller of the condition or conditions that are not satisfied and Seller shall have a period of up to fifteen (15) days to satisfy such condition. The Closing shall take place five (5) Business Days after Seller’s notice to Buyer that such condition has been satisfied. If the conditions specified in such notice are not satisfied within fifteen (15) days after receipt of such notice (with the Closing Date automatically being extended to accommodate such fifteen (15) day period), then Buyer may terminate this Agreement by written notice to Seller and Escrow Agent, whereupon neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination) and the Deposit shall be returned to Buyer. Notwithstanding anything contained herein to the contrary, either party shall have the right to waive the unsatisfied condition or conditions by written notice to the other party and Escrow Agent in which event the Closing Date shall be the date that is five (5) Business Days after the delivery of the waiver notice. It is understood and agreed that the failure of any condition that is not reasonably susceptible of being cured within the time allotted shall not constitute a default, breach of a covenant, or other failure to perform by Seller or Buyer, as applicable, unless such failed condition was caused by such party’s willful and intentional actions in violation of its covenants set forth herein.
Failure of a Condition. Subject to the provisions of this Agreement, and subject to the rights and remedies of any party hereto in the case of a default hereunder by the other party hereto, in the event of any termination of this Agreement by reason of failure of a condition set forth in Section 8.1 or in Section 8.2:
(a) Buyer (unless resulting from a default by Seller) shall pay for all Escrow and Title Company termination fees;
(b) Buyer shall deliver to Seller all Due Diligence Materials and Buyer Prepared Due Diligence and all documents delivered to Buyer pursuant to the provisions hereof;
(c) Buyer shall comply with the requirements applicable in the event of termination of this Agreement; and
(d) All of the remaining rights and obligations of Buyer and Seller shall terminate (except with respect to those obligations which survive such termination).
Failure of a Condition. In the event any of the conditions set forth in this Section are not fulfilled or waived, this Agreement shall terminate and all rights and obligations hereunder of each party shall be at an end and the Deposit shall be returned to Purchaser, as Purchaser’s sole remedy and neither party shall have any obligations to the other.
Failure of a Condition. 4.3.1 In the event that any condition precedent to Closing has not been satisfied on or before the Closing Date, then the party whose conditions to Closing have not been satisfied (the “Unsatisfied Party”) shall give notice to the other of the condition or conditions which the Unsatisfied Party asserts are not satisfied. In such notice the Unsatisfied Party shall also elect either (i) to terminate this Agreement, whereupon neither party shall have any further rights or obligations hereunder (other than any obligations of either party that expressly survive termination), and Purchaser shall be entitled to the return of the Deposits, except if such failure of a condition is due to a default by one of the parties, in which event the non-defaulting party shall have those rights and remedies set forth in Article 12 herein, or (ii) to waive such failed condition and proceed to Closing as contemplated hereunder.
4.3.2 If the transaction contemplated by this Agreement closes, the parties shall be deemed to have waived any and all unmet or unsatisfied conditions, other than any unmet or unsatisfied conditions arising out of a breach by either party of any of its representations and warranties hereunder of which the other party has no actual knowledge as of Closing.
Failure of a Condition. In the event any of the conditions set forth in Section 5.8 are not fulfilled or waived by the Closing, then the party benefitting from such condition may terminate this Agreement by delivering written notice of such termination to the other party and the Title Company, whereupon (i) the ▇▇▇▇▇▇▇ Money shall be returned to the Purchaser if the Purchaser is the terminating party or (ii) the ▇▇▇▇▇▇▇ Money shall be delivered to Seller if the Seller is the terminating party; whereupon neither party shall have any obligations to the other except for any obligations that expressly survive the expiration or earlier termination of this Agreement; provided, however, that Seller and Purchaser, as the case may be, shall retain all rights and remedies under this Agreement against the other party for breach of this Agreement pursuant to Article VI with respect to any failure of the condition set forth in Sections 5.8(a)(i) or (ii) (with respect to Seller’s breach) or Section 5.8(b)(i) or (ii) (with respect to Purchaser’s breach), as the case may be.
Failure of a Condition. Except as set forth herein, the Parties do not guaranty, warrant or represent that any of the conditions set forth in this Section 3 shall be or can be satisfied and neither Party shall incur liability or expense in connection with the other Party’s ability or inability to satisfy any of such conditions, nor shall either Party be obligated to take any action. Each Party agrees that any expenditure, commitment or other action taken by it pursuant to this Agreement, or otherwise in contemplation of the Closing, is taken at such Party’s own risk, and that no such expenditure, commitment or action shall obligate such Party to incur any liability to the other Party or any third party, against which liability such Party expressly indemnifies the other Party.
Failure of a Condition. (a) If a Party for whose benefit a condition has been included in Section 4.1 or Section 4.2 fails to notify the other Party at or prior to Closing as to whether or not the condition has been satisfied or complied with, the condition shall be conclusively deemed to have been waived by the Party entitled to the benefit of that condition.
(b) If a condition in Section 4.1 or Section 4.2 has not been satisfied on or before the Closing Date and that condition has not been waived in writing by the Party for whose benefit that condition has been included herein or deemed to be waived by that Party, that Party may terminate this Agreement by written notice to the other Party before the Closing; provided that a Party shall not be permitted to exercise or purport to exercise any right of termination pursuant to this Section 4.4 if the event or circumstances giving rise to that right is due to a material Default by that Party. In the event this Agreement is terminated pursuant to this Section 4.4, the provisions of Section 13.2 shall apply.
Failure of a Condition. (a) If:
(i) a condition in clause 3.1(a) is not satisfied or waived by the earlier to occur of the date specified in this Deed for its satisfaction or 5:00pm on the last Business Day immediately before the Second Court Date for the Share Scheme;
(ii) a condition in clause 3.1(b) is not satisfied or waived by the earlier to occur of the date specified in this Deed for its satisfaction or 5:00pm on the last Business Day immediately before the Second Court Date for the Note Scheme; or
(iii) subject to clause 4.6(b), the Schemes do not become Effective by the Sunset Date, then the parties must consult in good faith with a view to determining whether the Schemes may proceed by way of alternative means or methods or whether to extend the relevant time for the satisfaction of that condition or the Sunset Date or to adjourn or change the date of a First Court Date or a Second Court Date.
(b) If the parties are unable to reach agreement under clause 3.5(a) within the Condition Consultation Period, then unless the condition is waived (and subject always to clause 3.5(c)):
(i) in relation to any Joint Condition, either CBH or PEM party may terminate this Deed at any time with immediate effect by written notice to the other parties;
(ii) in relation to any CBH Condition, CBH may terminate this Deed at any time with immediate effect by written notice to PEM; and
(iii) in relation to any PEM Condition, PEM may terminate this Deed at any time with immediate effect by written notice to CBH.
(c) A party will not be entitled to terminate this Deed pursuant to clause 3.5(b) if the relevant condition has not been satisfied (or has become incapable of being satisfied) by the date specified in this Deed for its satisfaction as a result of:
(i) a breach of this Deed by that party; or
(ii) a deliberate act or omission by that party or its Subsidiaries or their respective employees or officers.
(d) Nothing in clauses 3.5(a) to (c) affects or prejudices the operation of clause 5.
(e) Termination of this Deed by a party in accordance with clause 3.5(b)(i), (ii) or