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

Failure of Seller’s Closing Conditions. If any of Seller’s Closing Conditions have not been fulfilled within the applicable time periods, or as extended by agreement in writing by the Parties, Seller may: 9.5.1 Waive the Seller’s Closing Condition and close Escrow in accordance with this Agreement; or 9.5.2 Terminate this Agreement by written notice to Purchaser and Escrow Agent, in which event (a) except as otherwise provided in this Section 9.5.2, Escrow Agent shall deliver the Deposit held by Escrow Agent to Seller, and Seller shall retain the Deposit as liquidated damages, as its sole and exclusive remedy hereunder, in accordance with the terms of Section 8.6 hereof, (b) Escrow Agent shall return all other documents, instruments and funds delivered into Escrow to the Party that delivered the same into Escrow, and (c) to the extent that the failure of any applicable Seller’s Closing Conditions is caused by Purchaser’s default, Purchaser shall pay for all of the cancellation charges of Title Insurer and Escrow Agent, if any, and Seller shall be entitled to its remedies set forth in Section 9.6.