Conditions Precedent and Termination. Conditions precedent
3.1 Bidder's obligations under clause 4 are subject to the Scheme becoming Effective.
Conditions Precedent and Termination. 2.2.1 The Effective Date shall be the date on which the following conditions precedent have either been satisfied or waived by the relevant Party in accordance with this Clause 2.2 ("Effective Date"):
2.2.1.1 delivery to the Government of the Power Purchase Agreement, Heat Purchase Agreement, Water Purchase Agreement, Land Use Agreement and Coal Supply Agreements, each signed and delivered by the Concessionaire and the other parties thereto, together with copies of the executed EPC Contract (where such copy may be redacted to omit details of the price and such other commercially sensitive information which is of a confidential and proprietary nature) and O&M Agreement (if any), subject to the Government using its reasonable endeavours to secure the agreement of the counterparty to the Concessionaire under each of the Power Purchase Agreement, Heat Purchase Agreement, Water Purchase Agreement, Land Use Agreement and Coal Supply Agreements to such agreements;
2.2.1.2 delivery to the Government of the (a) signed CHP5 Financing Documents, (b) base case financial model agreed between the Concessionaire and the Lenders and (c) Performance Security in accordance with Clause 3.2.4;
2.2.1.3 a notice by the Concessionaire confirming (a) that the financing available under the CHP5 Financing Documents together with equity commitments provides the Concessionaire with sufficient financing for, among other things, the design, construction, testing, completion, and Commissioning of the Plant (following agreement between the parties hereto to the principal repayment schedule to be attached at Schedule Error! Reference source not found.), (b) the availability f commitments for such equity as is required by the Concessionaire to satisfy the requirements of the Lenders, and (c) the satisfaction or waiver (by the Lenders) of the conditions precedent for the initial availability of funds under the CHP5 Financing Documents (except for those conditions precedent that are dependent on the Effective Date being achieved) and that such funds are available for disbursement;
2.2.1.4 a letter from an insurance broker or insurance consultant to the Concessionaire that the insurance required under this Agreement, the Power Purchase Agreement and the Heat Purchase Agreement is in effect;
2.2.1.5 an opinion of legal counsel to (a) the Concessionaire and (b) the Ministry of Justice, in each case substantially in the form attached hereto as Schedule Error! Reference source not found.;
2.2.1.6...
Conditions Precedent and Termination. The provisions of this Agreement will only take effect upon the consummation of the initial public offering of the Common Shares and only if the initial public offering of such Common Shares is consummated by June 30, 2008 (or such later date as may be agreed to in writing by the parties hereto).
Conditions Precedent and Termination. 2.1 With the exception of this Clause 2 and Clauses 14 (Dispute and Arbitration), 15 (Confidentiality and Announcements) and 16 (General) (which will become effective on the date of signature of this Agreement), the remainder of this Agreement will only take effect if the IPO Closing occurs, and is conditional upon the IPO Closing occurring, by 30 June 2008 (or such later date as the parties may agree in writing).
2.2 Unless otherwise agreed by the parties, if the condition precedent under Clause 2.1 does not occur or is not completed, this Agreement will terminate automatically.
2.3 Each party’s rights and obligations cease immediately on termination, however termination does not affect a party’s accrued rights and obligations at the date of termination.
Conditions Precedent and Termination. 5 ARTICLE 4
Conditions Precedent and Termination. 3.1 Completion of this agreement is conditional upon all relevant unconditional governmental and regulatory consents of the Government of Thailand and its departments and agencies to the transfer of the Sale Shares having first been obtained.
3.2 The Parties shall use reasonable endeavours to procure the fulfilment of the above condition precedent as aforesaid as soon as practicable. 6
3.3 In the absence of fulfilment of the said condition precedent by five (5) months from signature date either Party (being not then in breach of this agreement) may terminate this agreement by notice in writing to the other Party at any time thereafter, in which case neither Party shall be liable in any way to the other Party.
Conditions Precedent and Termination. 11 ARTICLE X TRANSFER DATE ........................................................... 13 ARTICLE XI OBLIGATIONS AFTER THE TRANSFER DATE ..................................... 14
Conditions Precedent and Termination. 9.1 All obligations of Columbia under this Agreement are subject to fulfillment of each of the following conditions precedent:
(a) All of the representations and warranties made by Millennium under Section 7.2 hereof shall be true and correct as of the Transfer Date;
(b) Millennium shall have performed and complied in all material respects with all agreements, provisions and conditions required by this Agreement to be performed or complied with by Millennium prior to or at the Transfer Date;
(c) The Certificate Approval shall have occurred;
Conditions Precedent and Termination. The effectiveness of the intended merger will be subject to certain conditions precedent as described below. The merger being the subject matter of this Project will be submitted for approval to the Shareholders’ Meetings of Iberia, BA Holdco and IAG, as provided for in article 40 of Law 3/2009. Nevertheless, such Shareholders’ Meetings of the merging companies (as well as the Shareholders´ Meeting of British Airways) will not be called until certain conditions precedent are satisfied, including:
(i) The High Court of England and Wales having granted an order for the meeting of shareholders of British Airways to approve the scheme of arrangement described in section 1.3.2 above to be convened.
(ii) This Merger Project and the Hive Down Project having been deposited with the Madrid Mercantile Registry.
(iii) The independent experts appointed by the Madrid Mercantile Registry having issued the relevant reports in accordance with applicable law regarding the merger subject matter of this Project, the hive down described in section 1.3.1 above and the capital increase of BA Holdco described in section 1.3.2 above.
(iv) The Financial Services Authority of the United Kingdom (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Xxx 0000 and in the exercise of its functions in respect of the admission of securities to the official list otherwise than in accordance with Part VI of the Financial Services and Markets Xxx 0000, the “UKLA”) having approved the circular in respect of the scheme of arrangement described in section 1.3.2 above to be dispatched to the BA Shareholders in accordance with the listing rules made under Part VI of the Financial Services and Markets Xxx 0000 (as set out in the FSA Handbook), as amended.
(v) Iberia having delivered written confirmation to British Airways, that it will not exercise its right to terminate the Merger Agreement based on the final and binding agreement (the “Pensions Agreement”) reached by British Airways with the Trustees in relation to the technical provisions and deficit recovery plan attributable to the pension schemes of British Airways (with effect from 1 April 2009) on 21 June 2010, or such confirmation having been deemed to have been given pursuant to the terms of the Merger Agreement (as described below). In this regard, Iberia is entitled to terminate the Merger Agreement if (i) the Pensions Agreement is challenged by the pensions regulator in the United Ki...
Conditions Precedent and Termination. The obligations of Buyer under this Agreement are subject to the fulfillment prior to or on the Closing Date of the following conditions:
