Common use of Condition Not Fulfilled Clause in Contracts

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.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Digagogo Ventures Corp), Asset Purchase Agreement (Digagogo Ventures Corp), Asset Purchase Agreement (Digagogo Ventures Corp)

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Condition Not Fulfilled. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Vendor Purchaser shall not be satisfied at the Time of Closing, the Vendor Purchaser may: (a) refuse to complete the transactions contemplated herein by notice to the Vendor and in such event each of the Purchaser, the Vendor and the Purchaser Covenantors shall be released from all obligations hereunder; or (b) complete the transaction contemplated herein, it being expressly understood and agreed that the Vendor Purchaser 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 Purchaser 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 (or by such earlier deadline as may be specified in section 6.1 hereof) to be binding on the Vendor Purchaser only if the same is in writing.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Digagogo Ventures Corp), Asset Purchase Agreement (Digagogo Ventures Corp), Asset Purchase Agreement (Digagogo Ventures Corp)

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Condition Not Fulfilled. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Vendor Purchaser shall not be satisfied at the Time of Closing, the Vendor Purchaser may: (a) refuse to complete the transactions contemplated herein by notice to the Vendor and in such event each of the Purchaser, the Vendor and the Purchaser Covenantor shall be released from all obligations hereunder; or (b) complete the transaction contemplated herein, it being expressly understood and agreed that the Vendor Purchaser 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 Purchaser 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 (or by such earlier deadline as may be specified in section 6.1 hereof) to be binding on the Vendor Purchaser only if the same is in writing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digagogo Ventures Corp), Asset Purchase Agreement (Digagogo Ventures Corp)

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