Default by Seller/Failure of Conditions Precedent Sample Clauses

Default by Seller/Failure of Conditions Precedent. If any condition set forth herein for the benefit of Purchaser cannot or will not be satisfied prior to Closing (unless the failure to satisfy such condition is caused by the default of Purchaser or its Affiliates under this Agreement, or is otherwise within the reasonable control of Purchaser or its Affiliates), and, if curable, if Seller fails to cure any such matter or satisfy such condition within ten (10) business days after written notice thereof from Purchaser (or such other time period as may be explicitly provided for herein), (which ten (10) business day or other such time periods shall, if necessary, automatically extend the Closing Date to the expiration date of such ten (10) business day or other such time period), or upon the occurrence of any other event that would entitle Purchaser to terminate this Agreement and its obligations hereunder, unless otherwise provided for in this Agreement, Purchaser, as its sole and exclusive remedy shall elect either (a) to terminate this Agreement, in which event the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement; or (b) to waive such matter or condition and proceed to Closing with no reduction in the Purchase Price. Notwithstanding the preceding sentence, if, at the Closing, Seller fails to comply in any material respect with any of its obligations contained in Section 7.2 or 7.4 (the “Closing Obligations”), and if all conditions precedent to Seller’s obligations hereunder have been waived or satisfied, Purchaser shall have, in addition to Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for the failure to perform such Closing Obligations (other than costs and expenses incurred in enforcing this Agreement and its right to enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement or Closing), and to bring an equitable action to enforce the Closing Obligations; provided, (i) Purchaser shall provide written notice of Purchaser’s intention to enforce the Closing Obligations by specific performance and Seller shall not have cured performance of the Closing Obligations within ten (10) business days following delivery of such notice, and (ii) Purchaser’s suit for specific performance shall be filed against Seller in a court having jurisdiction in the county and state in which the Prop...
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Related to Default by Seller/Failure of Conditions Precedent

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Conditions Precedent 2.1 The provisions of this Agreement, other than those arising under clause 1 (Interpretation), clause 2 (Conditions Precedent), clause 3 (Pre-Completion Obligations), clause 4 (Transfer of Relevant Xxxxxxx Shares), clause 19 (Confidentiality), clause 24 (Further Assurance and Cooperation) and clause 25 (Notices) to clause 29 (Governing Law and Service of Process) (inclusive), shall be conditional upon all of the following: (A) the approval of the Demerger Resolution by a majority of Prudential Shareholders at the general meeting of Prudential Shareholders; (B) completion of the Pre-Completion Reorganisation, as contemplated in clause 13 (Pre-Completion Reorganisation); (C) completion of the Xxxxxxx Stock Split; (D) the approval of the Demerger Dividend by the Prudential Board; (E) the Form 10 being declared effective by the SEC, with no stop order in effect with respect thereto; (F) the Prudential Sponsor’s Agreement not having terminated in accordance with its terms; (G) acceptance of Xxxxxxx’x common stock for listing on the NYSE, subject to official notice of issuance (and such acceptance not having been withdrawn); (H) any regulatory approvals that have been obtained and which are required for the implementation of the Demerger not having been withdrawn, revoked or rescinded (and such regulatory approvals not having lapsed); and (I) the no-objection confirmation letter issued by the HKEx in relation to the Demerger pursuant to Practice Note 15 of the Hong Kong Listing Rules not having been withdrawn. Subject to clause 2.2 each of Prudential and Xxxxxxx shall use reasonable endeavours to ensure fulfilment of the Conditions Precedent. Prudential may waive in writing in whole or in part the Conditions Precedent in sub-clauses 2.1(A) and 2.1(B). 2.2 If the Conditions Precedent are not satisfied or, where permissible, waived by 8.00 a.m. on 7 February 2022 (or such other time and/or date as Prudential and Xxxxxxx may agree) (the “Long Stop Date”), this Agreement shall automatically terminate and neither Prudential nor Xxxxxxx shall have any claim of any nature whatsoever against the other under this Agreement. Each of Prudential and Xxxxxxx undertakes to the other to disclose anything which will or may prevent or delay any of the Conditions Precedent from being satisfied immediately after it comes to the notice of that party. 2.3 Each of Prudential and Xxxxxxx will procure, to the extent it is able, that, between the time of this Agreement and Completion, the Xxxxxxx Business will be carried on in the ordinary course subject only to: (A) implementation of any remaining steps to be undertaken pursuant to the Demerger or this Agreement, or any further steps required to be taken in consequence of taking such remaining steps; (B) actions undertaken in the course of implementing operational separation of the Xxxxxxx Business from the Prudential Business in preparation for the Demerger; (C) any matter undertaken as a requirement of law or applicable regulation or as a requirement of any contract, arrangement or commitment relating to the Xxxxxxx Business in place prior to the date of this Agreement; and (D) immediate or prompt steps undertaken to the extent required to prevent (so far as possible) or remedy or limit the consequences of any matter having a material and adverse effect on the ongoing operations of the Xxxxxxx Business (which matter shall be promptly notified by the discovering party to the other party if reasonably practicable prior to taking such steps (and if not, as soon as reasonably practicable thereafter)). The discovering party shall consult with and give reasonable consideration to any reasonable corrective or remedial action proposed by the other party in respect of such matter.

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