Conditions Not Fulfilled. If the above conditions are not fulfilled or if the Loan or any portion thereof is not made because of such nonfulfillment of conditions, neither Softbank nor OptiMark shall be responsible to each other or any other Person for any Loss Arising Out Of nonfulfillment of the above conditions or a failure to make the Loan.
Conditions Not Fulfilled. If the Commitment or any portion thereof is not borrowed owing to nonfulfillment of any condition precedent specified in Article 3, neither Borrower nor either Lender shall be responsible to the others for any damage or loss by reason thereof, except that Borrower shall in any event be liable to pay the fees, taxes, and expenses for which it is obligated hereunder.
Conditions Not Fulfilled. If the Commitments are not borrowed or Competitive Bid Loans are not made owing to nonfulfillment of any condition precedent specified in Article IV, no party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that the Borrower shall in any event be liable to pay the fees, Taxes, and expenses for which it is obligated hereunder. If for any other reason the Commitment of any Lender is not borrowed or a Competitive Bid Loan is not made, neither the Agent nor any other Lender shall be responsible to the Borrower for any damage or loss by reason thereof, nor shall any other Lender or the Borrower be excused from its performance hereunder.
Conditions Not Fulfilled. If the Commitment is not borrowed owing to nonfulfillment of any condition precedent specified in Article 3, neither party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that Borrower shall be in any event liable to pay the fees, Taxes, and expenses for which it is obligated hereunder.
Conditions Not Fulfilled. If no Loans are made or issued hereunder owing to nonfulfillment of any condition precedent specified in Article 5 hereof, no party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that the Borrower shall be in any event liable to pay the fees, Taxes, and expenses for which it is obligated hereunder.
Conditions Not Fulfilled. If any Commitment is not borrowed, any drafts presented are not accepted, or any requested letter of credit is not issued owing to nonfulfillment of any condition precedent specified in Article 5 or, in the case of drafts, any additional conditions specified in Article 3, or, in the case of letters of credit, any additional conditions specified in Article 4, no party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that the Borrower shall in any event be liable to pay the fees, Taxes, and expenses for which it is obligated hereunder. If for any other reason the Commitment of any Lender is not borrowed, any presented draft is not accepted or any requested letter of credit is not issued, neither the Agent nor any other Lender shall be responsible to the Borrower for any damage or loss by reason thereof, nor shall any other Lender or the Borrower be excused from its performance hereunder.
Conditions Not Fulfilled. If any requested loan is not borrowed, or any requested letter of credit is not issued owing to nonfulfillment of any condition precedent specified in Article V or, in the case of letters of credit, any additional conditions specified in Article III, no party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that the Borrower shall in any event be liable to pay the fees, Taxes, and expenses for which it is obligated hereunder. If for any other reason the Commitment of any Lender is not borrowed or any requested letter of credit is not issued, neither the Agent nor any Lender (other than the Lender failing to make its Loan as required hereunder) shall be responsible to the Borrower for any damage or loss by reason thereof, nor shall any other Lender or the Borrower be excused from their performance hereunder.
Conditions Not Fulfilled. 3.4.1 If any of the Conditions have not been fulfilled (or, subject to the provisions of clause 3.4.3, waived by the Purchaser) or, in the case of clause 3.1.1, the terms of any Commitment offered and accepted by the Purchaser which are required to be implemented before Completion not being fulfilled such that Completion has not occurred by the Long Stop Date, this Agreement shall automatically terminate unless the parties agree otherwise in writing. The Condition set out in clause 3.1.1 cannot be waived.
3.4.2 If the Condition referred to in clause 3.1.6 of the Agreement above has not been fulfilled (or waived as provided in clause 3.4.3) by the date on which the Condition in clause 3.1.1 has been fulfilled, the parties shall negotiate in good faith to agree contractual arrangements that form a basis on which the parties are willing to proceed to Completion notwithstanding that the Condition set out in clause 3.1.6 has not been fulfilled.
3.4.3 The Condition in clause 3.1.6 may be waived by both parties acting jointly.
3.4.4 Without prejudice to any rights or obligations of the parties under this Agreement, the Vendor and the Purchaser acknowledge that this Agreement has not been entered into for the purpose of breaching the Beacon Agreements.
3.4.5 In the event of any termination pursuant to clause 3.4.1:
(1) any rights or obligations accrued by a party up to the time of termination will not be affected by the termination;
(2) the Post-Termination Provisions will continue to apply; and
(3) subject to clauses 3.4.5(1) and 3.4.5(2), each party’s further rights and obligations under this Agreement will cease immediately on termination.
Conditions Not Fulfilled. If the Commitments are not borrowed owing to nonfulfillment of any condition precedent specified in Article 4, no party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that Borrower shall in any event be liable to pay the fees, Taxes, and expenses for which it is obligated hereunder. If the conditions precedent specified in Article 4 shall have been satisfied and any Lender (the "Defaulting Lender") fails to make its Commitment available in accordance with the terms hereof, neither Agent nor any Lender other than the Defaulting Lender shall be responsible to Borrower for any damage or loss by reason thereof, nor shall Borrower or any Lender other than the Defaulting Lender be excused from its performance hereunder.
Conditions Not Fulfilled. If the Commitment is not borrowed, ------------------------ owing to nonfulfillment of any condition precedent specified in Article 5, no party hereto shall be responsible to any other party for any damage or loss by reason thereof, except that the Borrower shall in any event be liable to pay the fees, Taxes, and expenses for which it is obligated hereunder and the Guarantor's obligations under Article 10 hereof shall extend to the Borrower's responsibility to pay such amounts.
