Common use of Failure of Conditions Precedent Clause in Contracts

Failure of Conditions Precedent. If there is a failure of any of the conditions precedent to any party’s obligation to close which is not due to a breach of representation or other default by the party in whose favor such condition runs, then the party in whose favor such condition runs shall have the right to terminate this Agreement by giving written notice thereof to the other party at or prior to the Closing, in which event the Deposit shall be refunded to the Purchaser and no party shall have any further obligations or liabilities to any other party hereunder except for the Surviving Obligations; provided, however, if the failure of any of the conditions precedent to either party’s obligation to close is due to a breach of representation or other default by the other party, then Article X shall control.