- Failure of Contingencies Clause Samples

The Failure of Contingencies clause defines what happens if certain specified conditions or events, known as contingencies, do not occur as required in a contract. Typically, this clause outlines the rights and obligations of the parties if a contingency—such as securing financing, obtaining permits, or passing inspections—fails to materialize by a set deadline. For example, if a buyer cannot obtain a mortgage within the agreed timeframe, this clause may allow either party to terminate the agreement without penalty. Its core function is to provide a clear mechanism for resolving situations where essential conditions are unmet, thereby reducing uncertainty and potential disputes.
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- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied, waived or deferred by the parties in writing, within the period of time set forth above, then, upon written notice, either party may terminate this Agreement. In such event, neither party shall have any further responsibility or liability to the other. The Developer reserves the right, at its option, to waive or defer any one or more of the conditions precedent.
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- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied or waived by the Owner, or the Contractor in the case of a failure of the contingency in subparagraph (f) caused by Owner ("Owner's Default"), in writing at the time of Closing or within such other period of time set forth above applicable to such contingency, then, upon notice to the Contractor (or the Owner, in the case of Owner's Default) and a fifteen (15) day period during which Contractor (or the Owner, in the case of Owner's Default) may cause such contingency to be satisfied, the Owners (or the Contractor, in the case of Owner's Default) may terminate this Agreement. In such event, neither party shall have further responsibility or liability to the other except for Contractor's indemnification of the Owner pursuant to Section 5.3, which shall survive the Closing or the termination of this Agreement.
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- Failure of Contingencies. In the event any of the contingencies and conditions have not been met, or will not be met in Purchaser's judgment, by the Closing Date or extensions thereof, Purchaser shall have the sole right and option to waive any contingency or condition, or to declare this Agreement terminated. Seller shall also have the right to terminate this Agreement if the above-described contingency related to the Development Agreement has not been met, or will not be met in Seller's judgment, by the Closing Date or extensions thereof. If this Agreement is timely and properly terminated by either Party, Purchaser shall have the ▇▇▇▇▇▇▇ Money (defined below) paid by Purchaser, along with any accrued interest, returned to Purchaser immediately. If Purchaser does exercise its option to declare this Agreement terminated and to receive a return of the ▇▇▇▇▇▇▇ Money paid by Purchaser, or if this Agreement otherwise becomes terminated, Purchaser shall have no further obligation or liability under this Agreement, except for those indemnities, defense, and hold-harmless obligations of Purchaser set forth in Section 3 above or as expressly set forth elsewhere in this Agreement as surviving termination of this Agreement. In addition, the Parties shall each be solely responsible for and shall hold the other harmless for any expenses, costs, damages, claims, lawsuits and judgments, including and not limited to expenses and attorneys' fees, incurred by each of them respectively as a result of this Agreement, except for those indemnities, defense, and hold-harmless obligations of Purchaser set forth in Section 3 above or as expressly set forth elsewhere in this Agreement as surviving termination of this Agreement. Alternatively, in the event any of the contingencies have not been satisfied as of the closing date Purchaser shall have the right to extend the contingency period and closing date for one (1) sixty (60) day period beyond the scheduled closing date, upon providing notice to Seller of its intent to extend no later than the date set for closing.
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- Failure of Contingencies. In the event that any one or more of the contingencies set forth in this Article is not satisfied, waived or deferred by Purchaser and Seller in writing, within the applicable period of time set forth above, then, upon Notice, either party may terminate this Agreement. In such event, neither party shall have further responsibility or liability to the other except that the Purchaser shall, at Seller's cost and expense, promptly apply for, and diligently use its reasonable best efforts to obtain from the Department, a change of ownership of the DON to the Seller or its nominee. Seller reserves the right, at its option, to waive or defer any one or more of the conditions precedent.
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- Failure of Contingencies. If any contingency is not satisfied, this Agreement shall be voidable by the Seller written notice given to the Buyer by personal delivery, or sent to the following address by certified or registered mail, return receipt requested: District Administrator, Two Rivers Public School District, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. If notice is given by personal delivery, it is effective on the date of delivery. If notice is given by mail, it shall be deemed effective two days after the date of mailing.
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- Failure of Contingencies. (a) If either Seller or Purchaser timely notifies the other of the failure of one or more of its Contingencies, then the notifying party may with an additional five (5) days notice elect to terminate this Agreement, in which event, Purchaser shall be entitled to a return of the ▇▇▇▇▇▇▇ Money. If Purchaser fails to give notice of termination, then Purchaser shall be conclusively deemed to have elected to acquire the Property. (b) In the event (i) this Agreement is terminated by Purchaser or Seller in accordance with the terms hereof or (ii) Purchaser fails to purchase the Property in accordance with the terms hereof, Purchaser shall promptly deliver to Seller all written planning, architectural, engineering, soils, environmental, market research, and related materials in Purchaser’s possession or control pertaining to the Property (including, without limitation, studies and reviews conducted or reports or documents generated through Purchaser’s investigation of the Property); provided, that any Confidential Information (defined in Section 10.16) of Purchaser in such work product may be redacted before it is turned over to
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Related to - Failure of Contingencies

  • Failure of Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.

  • Failure of Condition If the conditions set forth in Section 12(a) (Conditions to Obligations of Seller) or the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied or waived on or before the Closing Date by the party entitled to waive such condition, either party may, provided that such party is not then in material default under this Agreement, extend the Closing Date for a period not to exceed fifteen (15) days to allow such conditions set forth in Sections 12(a) (Conditions to Obligations of Seller) and 12(b) (Conditions to Obligations of Purchaser) to be satisfied, it being agreed that the inability of either party to satisfy a condition to Closing prior to the initial Closing Date shall not be considered a default by the party failing to satisfy such condition unless such inability results from the breach of such party’s express obligations hereunder, provided, however, that in no event shall Purchaser have the right to extend the Closing Date if Purchaser fails to satisfy the condition in Section 12(a)(ii) that Purchaser pay the Purchase Price on the scheduled Closing Date. If the conditions set forth in Section 12(a) (Conditions to Obligations of Seller) are not satisfied by the expiration of such 15-day period or if neither party elects such an extension, either party may terminate this Agreement by written notice to the other, and Seller shall, subject to Section 24(a) and Section 24(b), be entitled to the Deposit and/or to pursue its remedies set forth in Section 24(a) (Purchaser Defaults) hereof. If the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied by the expiration of such 15-day period or if either party does not elect such extension, either party may terminate this Agreement by written notice to the other, and Purchaser shall, subject to Section 24(a), be entitled to receive a return of the Deposit.

  • FAILURE OF PAYMENT 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the State does not pay the Contractor within seven days after the date established in the Contract Documents any amount certified by the Architect or awarded by alternative dispute resolution proceedings, then the Contractor may, upon seven additional days written notice to the State and the Architect, stop the Work until payment of the amount owing has been received. The Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, which shall be effected by appropriate Change Order in accordance with Paragraph 12.3.

  • No Failure to Cure Default The Seller has not received a written notice of default of any senior mortgage loan related to the Mortgaged Property which has not been cured;

  • Failure In the event the Company brings any action against Consultant for breach of this Agreement, Consultant’s entire liability to the Company shall not exceed the fees paid to Consultant hereunder. In no event shall Consultant be liable to the Company or any other party for any indirect, special or consequential damages, nor for any claim against the Company by any person or entity arising from or in any way related to this Agreement.