Common use of Benefit and waiver of conditions precedent Clause in Contracts

Benefit and waiver of conditions precedent. (a) The Conditions Precedent in clauses 2.1(a) (Independent Expert), 2.1(d) (ASIC and ASX), 2.1(e) (Restraints) and 2.1(l) (Financier Confirmation) are for the benefit of each party, and any breach or non-fulfilment of any of those Conditions Precedent may only be waived with the written consent of each of the parties. (b) The Conditions Precedent in clauses 2.1(f) (No Envestra Prescribed Events), 2.1(g) (No Envestra Material Adverse Change) and 2.1(h) (Envestra Representations, Warranties and Undertakings) are for the sole benefit of APA, and any breach or non-fulfilment of any of those Conditions Precedent may only be waived by APA giving its written consent. (c) The Conditions Precedent in clauses 2.1(i) (No APA Prescribed Events), clause 2.1(j) (No APA Material Adverse Change) and 2.1(k) (APA Representations, Warranties and Undertakings) are for the sole benefit of Envestra, and any breach or non-fulfilment of any of those Conditions Precedent may only be waived by Envestra giving its written consent. (d) The Conditions Precedent in clauses 2.1(b) (Shareholder Approval of Scheme) and 2.1(c) (Court Approval) are for the benefit of both parties but cannot be waived. (e) A party entitled to waive the breach or non-fulfilment of a Condition Precedent pursuant to this clause 2.2 may do so in its absolute discretion and, subject to the other party agreeing to abide by the conditions, may do so subject to conditions. (f) If a party waives the breach or non-fulfilment of a Condition Precedent in accordance with clause 2.2, that waiver will preclude it from suing the other party for any breach of this Agreement constituted by the same event which gave rise to the breach or non-fulfilment of the Condition Precedent. (g) A waiver of a breach or non-fulfilment in respect of one Condition Precedent does not constitute: (i) a waiver of breach or non-fulfilment of any other Condition Precedent resulting from the same events or circumstances; or (ii) a waiver of breach or non-fulfilment of that Condition Precedent resulting from any other events or circumstances.

Benefit and waiver of conditions precedent. (a) The Conditions Precedent in clauses 2.1(a3.1(a) (Independent ExpertFIRB), 2.1(d3.1(c) (ASIC and ASXBTH shareholder approval), 2.1(e3.1(d) (Court approval), 3.1(l) (SPAC shareholder approval), 3.1(m) (Registration statement), 3.1(n) (BCA) and 3.1(q) (Nasdaq) cannot be waived. (b) The Condition in clause 3.1(b) (Restraints) and 2.1(l) (Financier Confirmation) are is for the benefit of each party, both parties and any breach or non-fulfilment satisfaction of any of those Conditions Precedent it may only be waived in accordance with applicable law and with the written consent agreement of each of the both parties. (bc) The Conditions Precedent in clauses 2.1(f3.1(e) (No Envestra BTH Prescribed EventsOccurrence), 2.1(g3.1(h) (No Envestra BTH Material Adverse Change), 3.1(u) (BTH Warranties), 3.1(r) (BTH Compliance with Covenants) and 2.1(h3.1(p) (Envestra Representations, Warranties and UndertakingsEquity Incentives) are for the sole benefit of APA, SPAC and any breach or non-fulfilment of any of those Conditions Precedent satisfaction may only be waived by APA giving SPAC (in its written consentabsolute discretion) in writing. (cd) The Conditions Precedent in clauses 2.1(i3.1(f) (No APA SPAC Prescribed EventsOccurrence), clause 2.1(j3.1(g) (No APA Pubco Prescribed Occurrence or Merger Sub Prescribed Occurrence), 3.1(i) (No SPAC Material Adverse Change), 3.1(j) (No Pubco Material Adverse Change or Merger Sub Material Adverse Change), 3.1(k) (Independent Expert’s Report), 3.1(o) (ATO ruling), 3.1(s) (SPAC Compliance with Covenants), 3.1(t) (Pubco and Merger Sub Compliance with Covenants), 3.1(v) (SPAC Warranties), 3.1(w) (Pubco and Merger Sub Warranties) and 2.1(k3.1(x) (APA Representations, Warranties and UndertakingsAGM resolution) are for the sole benefit of Envestra, BTH and any breach or non-fulfilment of any of those Conditions Precedent satisfaction may only be waived by Envestra giving BTH (in its written consent. (dabsolute discretion) The Conditions Precedent in clauses 2.1(b) (Shareholder Approval of Scheme) and 2.1(c) (Court Approval) are for the benefit of both parties but cannot be waivedwriting. (e) A party entitled to waive the breach or non-fulfilment satisfaction of a Condition Precedent pursuant to this clause 2.2 3.2 (either individually or jointly) may do so in its absolute discretion and, subject to the other party agreeing to abide by the conditions, may do so subject to conditionsdiscretion. (f) If a party waives Any waiver of the breach or non-fulfilment satisfaction of a Condition Precedent in accordance with by a party who is entitled to do so pursuant to this clause 2.2, that 3.2 is only effective if such waiver will preclude it from suing is given on or prior to 8:00am on the other party for any breach of this Agreement constituted by the same event which gave rise to the breach or non-fulfilment of the Condition PrecedentSecond Court Date. (g) A waiver Waiver of a breach or non-fulfilment in respect of one Condition Precedent does not constitute: (i) a waiver of breach or non-fulfilment of any other Condition Precedent resulting from the same events or circumstancesevent; or (ii) a waiver of breach or non-fulfilment of that Condition Precedent resulting arising from any other events or circumstancesevent.

Benefit and waiver of conditions precedent. (a) The Conditions Precedent Condition in clauses 2.1(aclause 3.1(a) (Independent Expert), 2.1(dRegulatory Approvals) (ASIC and ASX), 2.1(e) (Restraints) and 2.1(l) (Financier Confirmation) are is for the benefit of each party, party and any breach or non-fulfilment of any of those Conditions Precedent it may only be waived (if capable of waiver) with the written consent of each of the both parties, which consent either party may give or withhold in its absolute discretion. (b) The Conditions Precedent in clauses 2.1(f3.1(b) (No Envestra Xplore Prescribed EventsOccurrences), 2.1(g3.1(d) (No Envestra regulatory intervention); 3.1(e) (Xplore Warranties), 3.1(i) (No Material Adverse Change) and 2.1(h), 3.1(j) (Envestra RepresentationsNo restraining orders), Warranties and Undertakings3.1(k) (Third party consents) are for the sole benefit of APA, HUB24 and any breach or non-fulfilment of any of those Conditions Precedent them may only be waived by APA HUB24 giving its written consent. (c) The Conditions Precedent in clauses 2.1(i3.1(c) (No APA HUB24 Prescribed Events), clause 2.1(jOccurrences) and 3.1(f) (No APA Material Adverse Change) and 2.1(k) (APA Representations, Warranties and UndertakingsHUB24 Warranties) are for the sole benefit of Envestra, Xplore and any breach or non-fulfilment of any of those Conditions Precedent them may only be waived by Envestra Xplore giving its written consent. (d) A party entitled to waive a Condition under this clause 3.2 may do so in its absolute discretion. Any waiver of a Condition by a party for whose benefit the condition applies must take place on or prior to the Delivery Time on the Second Court Date. The Conditions Precedent in clauses 2.1(b3.1(g) (Shareholder Approval of Schemeapproval) and 2.1(c3.1(h) (Court Approvalapproval) are for the benefit of both parties but cannot be waived. (e) A party entitled to waive the breach or non-fulfilment of a Condition Precedent pursuant to this clause 2.2 may do so in its absolute discretion and, subject to the other party agreeing to abide by the conditions, may do so subject to conditions. (f) If a party waives the breach or non-fulfilment of a Condition Precedent any of the Conditions in accordance with clause 2.23.1, that waiver will not preclude it from suing the other party for any breach of this Agreement constituted by agreement including a breach that resulted in the same event which gave rise to the breach or non-fulfilment of the Condition Precedentthat was waived. (g) A waiver of a breach or non-fulfilment in respect of one Condition Precedent does not constitute: (i) a waiver of breach or non-fulfilment of any other Condition Precedent resulting from the same events or circumstances; or (ii) a waiver of breach or non-fulfilment of that Condition Precedent resulting from any other events or circumstances.