Failure of Seller Closing Condition Sample Clauses
The 'Failure of Seller Closing Condition' clause defines what happens if certain conditions that the seller must fulfill before closing are not met. Typically, these conditions might include obtaining regulatory approvals, delivering required documents, or ensuring that representations and warranties remain true up to the closing date. If the seller fails to satisfy these conditions, the buyer may have the right to terminate the agreement or seek remedies. This clause ensures that both parties are protected by clearly outlining the consequences of unmet seller obligations, thereby reducing uncertainty and allocating risk in the transaction.
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Failure of Seller Closing Condition. If any Seller Closing Condition is not satisfied at Closing, then Seller shall have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination, or (ii) waive such Seller Closing Condition and proceed to Closing.
Failure of Seller Closing Condition. Except as expressly provided in Section 9.4, if any of Seller Closing Conditions is not satisfied at Closing, then Seller shall, as Seller’s sole and exclusive remedy, have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, less the Independent Consideration in accordance with Section 3.2.4, if the Seller Closing Condition not satisfied is condition (a) or (e) above, or disbursed to Seller in accordance with Section 3.2.3 if the Seller Closing Condition not satisfied is any of conditions (b), (c), or (d) above, and in any case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (iii) waive any of the Seller Closing Conditions at or prior to Closing.
Failure of Seller Closing Condition. If Seller determines, in Seller's reasonable discretion that any of the above Seller Closing Conditions cannot be met to Seller's satisfaction prior to Closing, then Seller may terminate this Contract by written notice to Purchaser, whereupon this Contract will be terminated, Seller will retain the Independent Consideration, and Title Company will, provided that Seller is not in default hereunder beyond applicable cure periods, release the ▇▇▇▇▇▇▇ Money and any Extension Fee on deposit to Seller, and thereafter neither Seller nor Purchaser will have any continuing rights or obligations hereunder other than Purchaser's indemnity of Seller as provided in Section 5.
Failure of Seller Closing Condition. Except as expressly provided in Section 9.4, if any Mutual Closing Condition(s) and/or Seller Closing Condition(s) is/are not satisfied at Closing, then Seller shall have the right to:
(A) Terminate any Individual Purchase and Sale Agreement by providing written notice thereof to Escrow Agent and Purchaser, in which even, such Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement; or
(B) Waive, in writing, any such Mutual Closing Condition(s) and/or Seller 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 Seller terminates an Individual Purchase and Sale Agreement pursuant to this Section 9.3.2, Seller shall provide written notice to Escrow Agent and Purchaser 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 Seller, in accordance with the Deposit Escrow Agreement, no later than two (2) Business Days after the termination.
Failure of Seller Closing Condition. The Seller Closing Conditions are for the benefit of Seller, and Seller shall have the right to waive any of the Seller Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition.
Failure of Seller Closing Condition. Except as expressly provided in Section IX.D, if any of the Seller Closing Conditions is not satisfied at Closing, then Seller shall, as Seller’s sole and exclusive remedy, have the right, by providing written notice to the Purchaser, to (i) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be disbursed to Seller in accordance with Section III.B.3, 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 Seller Closing Conditions at or prior to Closing.
Failure of Seller Closing Condition. If a Seller Closing Condition Failure or Mutual Closing Condition shall exist at the time for Closing stipulated in this Agreement, then Seller, as its sole and exclusive remedy for such Failure (but without waiving any remedies available to Seller under this Agreement if such Failure was the result of a default by Purchaser), 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 change in the Purchase Price, in which case Seller shall be deemed to have waived such Seller Closing Condition Failure or Mutual Closing Condition.
Failure of Seller Closing Condition. If any of the Seller Closing Conditions is not satisfied at Closing (other than as a result of a Purchaser Closing Condition not being satisfied or waived or as a result of a Seller Default), then Seller shall have the right to (i) terminate this Agreement by providing written notice to Purchaser, in which case the E▇▇▇▇▇▇ Money shall be disbursed to Seller 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, (ii) waive any of the Seller Closing Conditions at or prior to Closing or (iii) upon written notice to Purchaser, postpone the Closing for up to five (5) Business Days to allow additional time for applicable Seller Closing Condition to be satisfied.
Failure of Seller Closing Condition. Except as expressly provided in Section 11.4, if any Seller Closing Condition(s) is/are not satisfied at Closing, then the same shall be a Buyer Default under Section 10.1.
Failure of Seller Closing Condition. The Seller Closing Conditions are for the benefit of Seller, and Seller shall the right to waive any of the Seller Closing Conditions at or prior to Closing; provided, however, that any such waiver shall be made in writing executed by Seller. Notwithstanding the foregoing, in the event a Seller Closing Condition is not satisfied at or prior to Closing and Seller nevertheless closes the transactions described in this Agreement, then Seller shall be deemed to have waived such Seller Closing Condition as a condition precedent to Closing, but the foregoing waiver shall not be deemed to be a waiver of any other rights of the waiving Party under this Agreement.