Condition Not Fulfilled. If any condition in Section 3.2 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy prior to the Closing Time, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser in its sole discretion may, without limiting any rights or remedies available to the Purchaser at law or in equity, either:
(a) terminate this Agreement by notice to the Vendor, as provided in Section 3.6; or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
Condition Not Fulfilled. If any condition in Section 4.3 shall not have been fulfilled at or before the Closing Time, then the Vendors, in their sole discretion may, without limiting any rights or remedies available to the Vendors at law or in equity, either:
(a) terminate this Agreement by notice to the Purchaser in which event the Vendors shall be released from all obligations under this Agreement to complete the sale of the Shares; or
(b) waive compliance with any such condition in whole or in part without prejudice to its right of termination in the event of non-fulfilment of any other condition in whole or in part.
Condition Not Fulfilled. If any condition in Section 5.3 shall not have been fulfilled at or before the Closing Time or if any such condition is or becomes impossible to satisfy, other than as a result solely of the failure of a Vendor to comply with its obligations under this Agreement, then the Vendor, may, without limiting any rights or remedies available to the Vendor at law or in equity, either:
(a) terminate this Agreement by notice to the Purchaser as provided in Section 9.1; or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
Condition Not Fulfilled. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Vendor shall not be satisfied at the Time of Closing, the Vendor may:
(a) refuse to complete the transactions contemplated herein by notice to the Vendor and in such event each of the Vendor and the Purchaser shall be released from all obligations hereunder; or
(b) complete the transaction contemplated herein, it being expressly understood and agreed that the Vendor may rely, notwithstanding such completion, upon the representations, warranties, covenants and conditions contained in this Agreement; provided that any of the said conditions may be waived in whole or in part by the Vendor without prejudice to its rights of rescission in the event of the non-fulfilment and/or non-performance of any other condition or conditions, any such waiver prior to the Time of Closing to be binding on the Vendor only if the same is in writing.
Condition Not Fulfilled. By either Party, if a condition to the performance of the other Party shall not be fulfilled or waived.
Condition Not Fulfilled. If any condition in Section 4.3 shall not have been fulfilled at or before the Closing Time, then the Sellers in their sole discretion may, without limiting any rights or remedies available to the Sellers at law or in equity, either:
(1) terminate this Agreement by notice to the Buyer and the Parent in which event the Sellers shall be released from all obligations under this Agreement; or
(2) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
Condition Not Fulfilled. If approval of the Treasurer is denied, then:
(a) the Sale will terminate automatically without notice; and
(b) subject to the rights of either Party in respect of any antecedent breach of the provisions of this Agreement:
(i) neither the Seller nor the Buyer will have any claim against the other; and
(ii) this Agreement, other than this subclause, will have no further effect.
Condition Not Fulfilled. If any condition in Section 3.2 has not been fulfilled on or before the Closing Date or if any such condition is, or becomes, impossible to satisfy prior to the Closing, other than as a result of the failure of the Voyager Parties to comply with their obligations under
(a) terminate this Agreement by notice to the Vendor, as provided in Section 3.6; or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
Condition Not Fulfilled. If any condition in Section 3.4 has not been fulfilled on or before the Closing Date or if any such condition is, or becomes, impossible to satisfy prior to the Closing, other than as a result of the failure of any Vendor Party to comply with his or her or its obligations
(a) terminate this Agreement by notice to HTC as provided in Section 3.6; or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
Condition Not Fulfilled. If any condition in Section 6.1 has not been fulfilled at or before the Closing Time or if any such condition is or becomes impossible to satisfy, either Party may:
(a) terminate this Agreement upon five (5) Business Days’ written notice to the other Party, which such notice shall identify which condition in Section 6.1 has not been fulfilled and which such notice shall give the other Party five (5) Business Days to cure such failure; or
(b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition, provided that, with respect to Section 6.1(6) only, if at or before the Closing Time (i) the GQM Shareholder Approval has been obtained but GQM is not yet in receipt of the FIRPTA Certificate from the US IRS and (ii) GQM does not foresee any unreasonable cause for further delay of receipt of the FIRPTA Certificate from the US IRS, then the Purchaser and GQM shall not terminate this Agreement and shall agree to extend the Outside Extension Date and delay the Closing Date accordingly to a reasonable date to allow time for receipt of such FIRPTA Certificate.
