Conditions Precedents. If the Insured Person breaches a condition precedent in this insurance contract, Our liability under the contract shall be suspended from the time of the breach until the time when the breach is remedied (if it is capable of being remedied). We will have no liability to the Insured Person for any loss which occurs, or which is attributable to something happening, during the period when Our liability is suspended.
Conditions Precedents. 2.1 The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to fulfilment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived by the Buyer in writing, in its sole and absolute discretion, in each case before the Outside Date:
(a) No Governmental Authority shall have enacted, issued, promulgated, decreed, enforced or entered any Order which is in effect and has the effect of making any of the transactions contemplated by this Agreement illegal, or otherwise enjoining, restraining, prohibiting or staying (or delaying beyond the Outside Date) the consummation of or imposing material modifications on the transactions contemplated hereby, nor shall any Proceeding brought by any Governmental Authority seeking any of the foregoing be pending or threatened in writing; nor shall there be any Legal Requirement promulgated, enacted, entered, enforced or deemed applicable to any of the Parties which makes the consummation of the transactions contemplated by this Agreement illegal, void or rescinded.
(b) Each of the representations and warranties of the Seller set forth in Clause 9.1 shall be true and correct in all respects, on and as of the Closing Date, as if made on and as of the Closing Date (except that for those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) and the Buyer shall have received a certificate of the Seller to such effect signed by a duly authorized officer of Seller.
(c) The covenants and agreements that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been performed and complied with in all material respects and the Buyer shall have received a certificate of the Seller to such effect signed by a duly authorized officer of Seller.
(d) Each of the deliveries required to be made by the Seller pursuant to Clause 8.3 shall have been so delivered.
2.2 Notwithstanding anything to the contrary herein, the Buyer may not rely on the failure of any condition set forth in Clause 2.1 to be satisfied to excuse it from its obligation to effect the transactions contemplated hereby if such failure was primarily caused by the Buyer’s breach of this Agreement.
2.3 The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to fulfilment, at o...
Conditions Precedents. 5.1 This Agreement and the obligations of each party are in each case subject to each of the following occurring on or before ten (10) days next following the date on which this Agreement is executed:
(a) the acceptance for filing of this Agreement by the Exchange;
(b) the execution of an investment and participation agreement between Minco, Teck and Cominco under which Minco will have rights and obligations substantially the same as those of PCR under the T-C Investment and Participation Agreement;
(c) the execution of a subscription agreement between Minco, Teck and Cominco relating to the Teck-Cominco Private Placement, unless already included in the investment and participation agreement referred to in section 5. l(b) above;
(d) all representations and warranties of each party made to the other in this Agreement, or in any written statement delivered by each party to the other under this Agreement, are true at the Closing Date;
(e) each of the covenants and agreements of, conditions imposed upon, and the deliveries set out herein, to be made, satisfied, or complied with by each party in favour of the other on or before the Closing Date has been fully performed, satisfied and complied with in all respects on or before the Closing Date; and
(f) the execution by PCR of the T-C Investment and Participation Agreement.
5.2 If the conditions set out in section 5.1 herein are not satisfied on or before the date which is ten (10) days next following the date on which this Agreement is executed, either party may, in its sole discretion, terminate this Agreement at any time thereafter whereupon neither party shall have any further obligation to the other party under this Agreement.
5.3 This Agreement shall also be subject to PCR making available to Minco of the following on or before the Closing Date:
(a) all non-public data, agreements, evaluations, professional reports and other information in the possession or control of PCR with respect to the PCR Properties;
(b) written consent of Baiyin to the assignment of the CB-LG Agreement hereunder.
5.4 PCR agrees to diligently pursue obtaining the written consent required pursuant to section 5.3 (h) hereunder, but PCR will in no event be liable for failure to obtain such written consent.
Conditions Precedents. 46 5. Obligations of the Concessionaire 54
Conditions Precedents. A5.1. The following shall be provided prior to the Commencement Date [and copies shall be added to Appendix F (Policies and Procedures)] (delete as appropriate):
Conditions Precedents. Completion of the acquisition is conditional upon (i) the passing of shareholders resolutions of Shanghai Greentown Forest to approve the distribution of profit after taxation in the amount of RMB456,309,237.96 in favour of Greentown Real Estate and (ii) Sunac Zhidi providing guarantee in favour of Greentown Real Estate of the aforementioned profit distribution after taxation. The consideration of RMB104,540,000, shall be paid by Sunac Zhidi to Greentown Real Estate in the following manner:
Conditions Precedents. The Borrower shall not avail from the Lender any Facility, unless the Borrower shall have complied with the conditions precedent as provided in the Schedule of Terms.
Conditions Precedents. This Amendment shall become effective on and as of the date hereof (the “First Amendment Effective Date”) upon satisfaction (or waiver in accordance with Section 11.1 of the Credit Agreement) of the conditions precedent set forth in this Section 2. Upon satisfaction (or waiver in accordance with Section 11.1 of the Credit Agreement) of the conditions precedents set forth in this Section 2, the Administrative Agent shall provide the Borrower and the Lenders with written confirmation that this Amendment has become effective.
Conditions Precedents. (a) the execution of the Ancillary Agreements, (if any) (as defined in the Agreement); (b) procurement of necessary approvals and/or licences required for the Business (as defined in the Agreement) and operation of the Company from Authorities(as defined in the Agreement); (c) the Parties having agreed upon the business model to be adopted by the Company; (d) the Parties having agreed upon the business plan including but not limited to the financial and/or funding structure for the commencement and operation of the Business by the Company; (e) the Parties having agreed upon the organisation and management structure of the Company as well as the compliance of the Parties in regulating their relationship as shareholders of the Company; and (g) the fulfilment or satisfaction of any other conditions and/or matters as the Parties may agree in writing as necessary and crucial to commence the Business.
Conditions Precedents. 2.1 The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to fulfilment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived by the Buyer in writing, in its sole and absolute discretion, in each case before the Outside Date:
(a) No Governmental Authority shall have enacted, issued, promulgated, decreed, enforced or entered any Order which is in effect and has the effect of making any of the transactions contemplated by this Agreement illegal, or otherwise enjoining, restraining, prohibiting or staying (or delaying beyond the Outside Date) the consummation of or imposing material modifications on the transactions contemplated hereby, nor shall any Proceeding brought by any Governmental Authority seeking any of the foregoing be pending or threatened in writing; nor shall there be any Legal Requirement promulgated, enacted, entered, enforced or deemed applicable to any of the Parties which makes the consummation of the transactions contemplated by this Agreement illegal, void or rescinded.
