Common use of Waiver of Failure of Conditions Precedent Clause in Contracts

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or the Buyer (as appropriate) may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit shall be refunded to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or the Buyer (as appropriate) may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunderset forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6Section 8.1 and Section 8.2, except to the extent that the same expressly survive Closingrespectively. In the event any of the conditions set forth in this Article 6 Section 8.1 or Section 8.2 are neither waived nor fulfilled, the Seller or Buyer (as appropriate, depending on which party’s obligations are conditioned on such condition) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) Business Days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement (by written notice to the other, in which event, subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such any rights and remedies, if any, that such Party either party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder11 hereof, then the Deposit shall be refunded paid to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party the parties shall have any no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 66 as to the Phase I Property or Phase IB Property, which is the subject of the applicable Closing, except to the extent that the same expressly survive the applicable Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or the Buyer (as appropriate) may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement. For purposes of Section 6.4(c) and Section 6.5(c) delivery of any documents required to be delivered pursuant to Section 6.2 and Section 6.3 shall be deemed “material” and the satisfaction of any requirement to pay money pursuant to a provision of this Agreement shall be deemed “material”.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 66 to the extent the party had actual knowledge of such unfulfilled condition, except to the extent that the same expressly survive Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or party for whose benefit the Buyer (as appropriate) applicable condition exists may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or party for whose benefit the Buyer (as appropriate) applicable condition exists may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit (except the Non-Refundable Deposit which shall be refunded paid to the BuyerSeller (unless otherwise provided in Sections 6.5(a) and 9.2)), the shall be returned to Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or the Buyer (as appropriate) may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, 22 then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closingof any Surviving Covenants. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or Buyer (as appropriate) may notify the other in writing of such failure (which written notice shall detail such failure), and if such failure remains uncured within five (5) Business Days after receipt of such written notice (or thirty (30) days for failure to satisfy the Minimum Estoppel Threshold), Seller or Buyer (as appropriate) may terminate this Agreement (by written notice to the other, in which event, subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such any rights and remedies, if any, that such Party either party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which as provided in any section hereof that by its terms expressly survive provides that it survives any termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the TransactionTransaction but subject to Section 7.3.3, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closing. In the event any of the conditions set forth in this Article 6 are neither waived nor fulfilled, the Seller or the Buyer (as appropriate) may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth described in this Article 6 that is not also Section 6.4(b), (other than the failure to Remove a default by the Buyer hereunderRequired Removal Exception), Section 6.4(c), or Section 6.5(a), then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunderset forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6Section 8.1 and Section 8.2, except to the extent that the same expressly survive Closingrespectively. In the event any of the conditions set forth in this Article 6 Section 8.1 or Section 8.2 are neither waived nor fulfilled, the Seller or Buyer (as appropriate) may notify the other in writing of such failure (which written notice shall detail such failure, as applicable), and if such failure remains uncured within five (5) days after receipt of such written notice, Seller or Buyer (as appropriate) may terminate this Agreement (by written notice to the other, in which event, subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such any rights and remedies, if any, that such Party either party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder11 hereof, then the Deposit shall be refunded paid to the BuyerBuyer or Seller (as appropriate), the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Propertiesas described in Article 11, and, thereafter, neither Party the parties shall have any no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

Waiver of Failure of Conditions Precedent. At any time on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunder. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6, except to the extent that the same expressly survive Closing. In the event that any of the conditions set forth in this Article 6 are neither Section 8.2 have not been satisfied or waived nor fulfilled, by Buyer prior to or on the Seller or the Buyer Closing Date (as appropriate) such Closing Date may be extended in accordance with the terms of this Agreement), then Buyer may elect to terminate this Agreement (subject by providing written notice of such election to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise Seller and, upon any such rights and remediestermination, if any, that such Party may have pursuant to the terms of Article 9. If this Agreement is terminated as a result of the failure of any condition set forth in this Article 6 that is not also a default by the Buyer hereunder, then the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party the parties shall have any no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement; provided, however, Buyer shall not be permitted to exercise such termination right if Buyer shall then be in default under this Agreement. In the event that any of the conditions set forth in Section 8.1 have not been satisfied or waived by Seller prior to or on the Closing Date (as such Closing Date may be extended in accordance with the terms of this Agreement), then Seller may elect to terminate this Agreement by providing written notice of such election to Buyer and, upon any such termination, the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement; provided, however, Seller shall not be permitted to exercise such termination right if Seller shall then be in default under this Agreement.

Waiver of Failure of Conditions Precedent. At any time or times on or before the date specified for the satisfaction of any condition, the Seller or the Buyer may elect in writing to waive the benefit of any such condition to its obligations hereunderset forth in Section 8.1 or Section 8.2, respectively. By closing the Transaction, the Seller and the Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in this Article 6Section 8.1 and Section 8.2, except to the extent that the same expressly survive Closingrespectively. In the event any of the conditions set forth in this Article 6 Sections 8.1 or 8.2 are neither waived nor fulfilled, and the provisions of Section 11.1 or 11.2 are applicable, Seller or the Buyer (as appropriate) may terminate this Agreement (subject to the notice and cure rights set forth in Article 9 and elsewhere in this Agreement) and exercise such rights and remedies, if any, that such Party party may have pursuant to the terms of Article 911 hereof. If this Agreement is terminated as a result In the event any of the failure of any condition conditions set forth in Sections 8.1 or 8.2 are neither waived nor fulfilled and neither Seller nor Buyer is in default of its obligations hereunder and the provisions of Section 11.1 or 11.2 are not applicable, either party may terminate this Article 6 that is not also a default Agreement by written notice to the Buyer hereunderother, then promptly after which the Deposit shall be refunded returned to the Buyer, the Buyer shall have thirty (30) Days to vacate the Properties and remove all equipment from the Properties, and, thereafter, neither Party thereafter the parties shall have any no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.