Failure of Purchaser Closing Condition Sample Clauses

Failure of Purchaser Closing Condition. Except as expressly provided in Section 9.4, if any of the Purchaser Closing Conditions is not satisfied at Closing, then Purchaser shall have the right (i) subject to Seller’s right to cure under Section 13.2, to terminate this Agreement by providing written notice to Seller, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing.

Failure of Purchaser Closing Condition. Except as expressly provided in Section 9.4 hereof, if any Mutual Closing Condition(s) or Purchaser Closing Condition(s) is/are not satisfied at Closing, then Purchaser shall have the right to: (A) Terminate such Individual Purchase and Sale Agreement by providing written notice thereof to Escrow Agent and Seller, in which even, such Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement (provided, however, that Purchaser shall have no right to terminate such Individual Purchase and Sale Agreement due to the failure of the Purchaser Closing Condition described at Section 9.2.1(I) above unless the estoppel certificates received disclose a previously undisclosed material adverse condition; or (B) Waive, in writing, any such Mutual Closing Condition(s) and/or Purchaser Closing Condition(s) at or prior to Closing and proceed to Closing, if possible, without abatement of the amount of the Purchase Price allocated to the Property described in such Individual Purchase and Sale Agreement, as set forth on Schedule 3.3.5 attached hereto. If Purchaser terminates an Individual Purchase and Sale Agreement pursuant to this Section 9.2.2, Purchaser shall provide written notice to Escrow Agent and Seller directing Escrow Agent to disburse the amount of the Deposit allocated to the Property described in such Individual Purchase and Sale Agreement, as set forth on Schedule 3.3.5 attached hereto, to Purchaser, in accordance with the Deposit Escrow Agreement, no later than two (2) Business Days after the termination; provided, however, if the Individual Purchase and Sale Agreement is terminated pursuant to this Section 9.2.2 because either a Lender Approval or Franchise Approval was not received by Purchaser with respect to the Property and Purchaser failed for such Property to have commenced, on or prior to the Loan and Franchise Application Date, the application process for the Lender Approval or Franchise Approval, respectively, which was not obtained prior to Closing, or because the Title Company shall have refused to issue the Title Policy for the Property described in such Individual Purchase and Sale Agreement, then Purchaser shall have no right to a refund of the Deposit as to that Property, and the amount of the Deposit allocated to the Property described in such Individual Purchase and Sale Agreement, as set forth on Schedule 3.3.5 attached hereto, shall, instead, be allocated to, among or between, as the case may be, t...

Failure of Purchaser Closing Condition. If Purchaser determines, in Purchaser’s reasonable discretion, that any of the above Purchaser Closing Conditions cannot be met to Purchaser’s satisfaction prior to Closing, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract will be terminated, Seller will retain the Independent Consideration, and Title Company will refund the ▇▇▇▇▇▇▇ Money and any Extension Fee to Purchaser and, provided that Seller is not in default hereunder beyond applicable cure periods, release the Extension Fee on deposit to Seller, and thereafter neither Seller nor Purchaser will have any continuing rights or obligations hereunder other than those which survive termination of this Contract as expressly set forth herein. Notwithstanding the foregoing, if any of the Purchaser Closing Conditions cannot be met to Purchaser’s satisfaction prior to Closing due to Seller’s breach of its obligations or covenants set forth in this Contract, Purchaser shall have the rights and remedies set forth in Section 16(a) below.

Failure of Purchaser Closing Condition. Except as expressly provided in Section IX.D, if any of the Purchaser Closing Conditions is not satisfied at Closing, then Purchaser shall, as Purchaser’s sole and exclusive remedy, have the right, by providing written notice to Seller, to (i) subject to Seller’s right to cure under Section XIII.B, terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser in accordance with Section III.B.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing.

Failure of Purchaser Closing Condition. Except as expressly provided in Section 9.4, if any of the Purchaser Closing Conditions is not satisfied at Closing, then Purchaser shall, as Purchaser’s sole and exclusive remedy, have the right, by providing written notice to Seller, to (i) subject to Seller’s right to cure under Section 13.2 and to the remedies available to Purchaser in the event the failure of such Purchaser Closing Condition is due to a default hereunder by Seller pursuant to Section 13.2, to terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money, less the Independent Consideration, shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing. Notwithstanding the foregoing, if there is a Condemnation of all or any portion of the Real Property prior to Closing which makes Seller’s representation and warranty in Section 7.1.5 hereof untrue or inaccurate at Closing, Purchaser’s sole and exclusive remedy shall be as set forth in Section 14.2. 9.

Failure of Purchaser Closing Condition. If Purchaser determines, in Purchaser's reasonable direction, that any of the above Purchaser Closing Conditions cannot be met to Purchaser's satisfaction prior to Closing, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract will be terminated, Seller will retain the Independent Consideration, and Title Company will refund the ▇▇▇▇▇▇▇ Money to Purchaser, and thereafter neither Seller nor Purchaser will have any continuing rights or obligations hereunder other than those which survive termination of this Contract as expressly set forth herein. Notwithstanding the foregoing, if any of the Purchaser Closing Conditions cannot be met to Purchaser's satisfaction prior to Closing due to Seller's breach of its obligations or covenants set forth in this Contract, Purchaser shall have the rights and remedies set forth in Section 16(a) below.

Failure of Purchaser Closing Condition. If a Purchaser Closing Condition Failure or Mutual Closing Condition Failure shall exist at the time of Closing stipulated in this Agreement (including any permitted extensions of the Closing), then Purchaser, as its sole and exclusive remedy for such Failure (but without waiving any remedies available to Purchaser under this Agreement if such Failure was the result of a default by Seller), may elect to: (a) terminate this Agreement, in which case, the Escrow Agent, upon demand from Purchaser, shall refund the ▇▇▇▇▇▇▇ Money (together with all interest earned thereon) to Purchaser, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination; or (b) proceed to Closing without any reduction in or setoff against the Purchase Price, in which case Purchaser shall be deemed to have waived such Purchaser Closing Condition Failure or Mutual Condition Failure; or (c) in the event of a Purchaser Closing Condition Failure set forth in Section 8.2, Purchaser shall be entitled to delay the Closing day for day until such condition is satisfied or until such time as it may be reasonably concluded that the condition cannot be satisfied despite Seller's commercially reasonable efforts to do so, and in no event shall Purchaser's election hereunder be deemed a waiver of its right to exercise its rights under Section 8.5(a) hereof.

Failure of Purchaser Closing Condition. If any of the Purchaser Closing Conditions is not satisfied (or waived by Purchaser) at Closing, then Purchaser shall have the right (i) subject to Seller’s right to cure under Section 13.2, to terminate this Agreement by providing written notice to Seller, in which case the Deposit shall be refunded to Purchaser in accordance with the Deposit Escrow Agreement, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) to waive any of the Purchaser Closing Conditions at or prior to Closing; provided, however, that if the failure of a condition specified in this Section 9.2 is not satisfied due to a Purchaser Default under this Agreement, then Seller shall have the remedies available to it pursuant to Section 13.3.

Failure of Purchaser Closing Condition. If any Purchaser Closing Condition is not satisfied by the Outside Closing Date, then Purchaser shall have the right (a) subject to Seller’s right to cure under Section 13.2, to terminate this Agreement by providing written notice to Seller, and the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination and provided that nothing herein shall relieve any Party of liability for any intentional breach of any provision of this Agreement, or (b) to waive the failure of such Purchaser Closing Condition and proceed to Closing, provided that any such waiver by Purchaser shall be made in writing.