Common use of Failure of Seller’s Closing Conditions Clause in Contracts

Failure of Seller’s Closing Conditions. If any of applicable Sellers’ Closing Conditions is not satisfied at Closing (a “Sellers’ Closing Condition Failure”), and Purchaser fails to cure such condition failure within fifteen (15) days after written notice from Sellers to Purchaser of such failure (excepting a failure to deliver the Purchase Price at Closing for which there shall be no cure period) then Sellers shall have the right, in Sellers’ absolute discretion (unless such Sellers’ Closing Condition Failure was within the discretion or control of Sellers), to either (i) terminate this Agreement by providing written notice to Purchaser, in which case the Deposit shall be disbursed to Sellers in accordance with Section 3.2.3 (unless such termination is as a result of Sellers’ Closing Condition under Sections 7.3.5 or 7.3.6 (provided Purchaser shall have used commercially reasonable efforts to cause the satisfaction of such Sellers’ Closing Condition), in which case the Deposit shall be returned to Purchaser) and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive the termination, or (ii) complete the transactions set out herein, without prejudice to any right or remedy of Sellers.

Failure of Seller’s Closing Conditions. If any of applicable Sellers’ Seller’s Closing Conditions is are not satisfied at Closing (a “Sellers’ Seller’s Closing Condition Failure”), and and, as applicable, Purchaser fails to cure such condition failure within fifteen (15) days after written notice from Sellers Seller or SSL Riverview to Purchaser of such failure (excepting a failure to deliver the Purchase Price at Closing for which there shall be no cure period) then Sellers Seller or SSL Riverview shall have the right, in Sellers’ Seller’s and SSL Riverview’s absolute discretion (unless such Sellers’ Seller’s Closing Condition Failure was within the discretion or control of SellersSeller or SSL Riverview, as applicable), to either (i) terminate this Agreement by providing written notice to Purchaser, in which case the Deposit shall be disbursed to Sellers Seller and SSL Riverview in accordance with Section 3.2.3 3.2.5 (unless such termination is as a result of Sellers’ Seller’s Closing Condition Failure under Sections 7.3.5 or 7.3.6 (7.3.6), provided Purchaser shall have used commercially reasonable efforts to cause the satisfaction of such Sellers’ Seller’s Closing Condition), in which case the Deposit shall be returned to Purchaser) , and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive the termination, or (ii) complete the transactions set out herein, without prejudice with no adjustment of the Purchase Price and the Seller’s Closing Condition Failure shall be deemed to any right or remedy of Sellershave been waived.

Failure of Seller’s Closing Conditions. If any of applicable Sellers’ Seller’s Closing Conditions is not satisfied at Closing (a “Sellers’ Seller’s Closing Condition Failure”), and Purchaser fails to cure such condition failure within fifteen five (155) days after written notice from Sellers Seller to Purchaser of such failure (excepting a failure to deliver the Purchase Price or Purchaser Closing Deliveries at Closing for which there shall be no cure period) then Sellers Seller shall have the right, in Sellers’ Seller’s absolute discretion (unless such Sellers’ Seller’s Closing Condition Failure was within the discretion or control of SellersSeller), to either (i) terminate this Agreement by providing written notice to Purchaser, in which case the Deposit shall be disbursed to Sellers Seller in accordance with Section 3.2.3 3.2.5 (unless such termination is as a result of Sellers’ Seller’s Closing Condition under Sections 7.3.5 7.3.5, 7.3.6 or 7.3.6 (provided Purchaser shall have used commercially reasonable efforts to cause the satisfaction of such Sellers’ Closing Condition)7.3.7, in which case the Deposit shall be returned to Purchaser) and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive the termination, or (ii) waive in writing the Seller’s Closing Condition and complete the transactions set out herein, without prejudice to in which event Purchaser shall have no liability for any right or remedy of SellersSeller’s Closing Condition Failure.