Closing Conditions & Procedures. Each party will notify the other in writing as soon as reasonably practicably (and in any event within one Business Day in the place in which the party is situated, being Australia in the case of the Company and the US in the case of the Purchaser)) upon it fulfilling a Condition Precedent which in its terms that party is to satisfy (or in respect of which it has achieved so much of the satisfaction of that Condition Precedent as is not required to be satisfied by the other party), being satisfied that a Condition Precedent which in its terms that party is to be satisfied in respect of has been fulfilled, or waiving a Condition Precedent which in its terms can be waived by that party (each as the case requires). The waiver of a Condition Precedent is only effective if expressly stated in writing by the party waiving the Condition Precedent to be a waiver of that particular Condition Precedent. may be stated to be subject to conditions, and the waiver will not be effective and may be withdrawn or altered until and unless the conditions are satisfied (or further waived). The waiver of a Condition Precedent by a party does not operate to treat that Condition Precedent as having been fulfilled by the waiving party (to the extent it is required to fulfil it) unless fulfillment is also waived by the other party. If the applicable party has not given the other notice that the Conditions Precedent to be satisfied by it or which it is to be satisfied in respect of are not satisfied or waived on or before 5:00 p.m. (Eastern Time) on the ninetieth (90th) Business Day following the Effective Date or such later date and time as the parties may agree in writing (the “Outside Date”), then the Purchaser may terminate this Agreement upon providing written notice to the Company.
Closing Conditions & Procedures. The closing under this Agreement (the “Closing”) shall occur on the date that the City issues to Developer the first permits for construction of the Project (the “Closing Date”). The Closing shall be governed by the following:
