Fulfilment of Conditions Precedent. (a) The Company and the Selling Shareholders shall use their best endeavours to ensure, fulfill or procure the fulfillment of the Conditions Precedent on or before April 30, 2007.
(b) If at any time any Party becomes aware of any circumstances that will or are likely to give rise to the non-fulfilment of the Conditions Precedent by April 30, 2007, then such Party shall immediately give to the other Parties written particulars of any such circumstances and the Parties hereto shall co-operate fully with a view to procuring fulfilment of the relevant Condition Precedent.
Fulfilment of Conditions Precedent. 3.2.1 The Company and the Sanmina Parties shall exercise their respective commercially reasonable efforts to fulfil and perform, and the Sanmina Parties shall cause the Company to exercise its commercially reasonable efforts to fulfil and perform, all actions that may be required to fulfil the Company Conditions Precedent and to obtain all required Approvals of Governmental Authorities to complete the transactions contemplated in the STIPL Business Transfer Agreement, in all such cases prior to the Long Stop Date. The Investor shall exercise commercially reasonable efforts to fulfil and perform all actions that may be required to fulfil the Investor Conditions Precedent (other than Item 7 of Part B of Schedule 2) prior to the Long Stop Date. For the avoidance of doubt, the Investor shall not be required to take any action with respect to Item 7 of Part B of Schedule 2 of this Agreement and neither the Sanmina Parties nor the Company shall have any claim against the Investor for non-fulfilment of such Investor Condition Precedent.
3.2.2 The Company (for itself and on behalf of the Sanmina Parties) and the Investor shall promptly, upon the relevant Conditions Precedent being fulfilled, give the other Party written notice of completion of the Conditions Precedent applicable to such Party in the form appended hereto as Schedule 5 (Form of CP Completion Notice), together with all documents evidencing the satisfaction of the Conditions Precedent (“CP Completion Notice”).
3.2.3 The satisfaction of any of the (i) Company Conditions Precedent may be waived in writing by the Investor; and the (ii) Investor Conditions Precedent may be waived in writing by the Company.
3.2.4 Upon the completion of each of the Conditions Precedent (other than those waived), the Investor and the Company shall, within five (5) Business Days from date of receipt of the respective CP Completion Notice communicate to the other Party the fulfilment of the relevant Conditions Precedent along with its decision to waive the fulfilment of any of the Conditions Precedent of the other Party, and any terms and conditions thereof (“CP Satisfaction Notice”).
3.2.5 Upon receipt by the Company and the Investor of their respective CP Satisfaction Notice, whichever is later and subject to Clause 2.3 above, the Parties shall proceed to Closing in accordance with Clause 5.1 (Closing) of this Agreement.
3.2.6 If any of the Conditions Precedent are not satisfied (or waived by the Investor or the Company, as ...
Fulfilment of Conditions Precedent. (a) The Generator shall use reasonable endeavours to fulfil or procure the fulfilment of:
(i) the Initial Conditions Precedent as soon as reasonably practicable and in any event no later than the date which falls twenty (20) Business Days after the date of the Agreement; and
(ii) the Operational Conditions Precedent as soon as reasonably practicable and in any event before the Longstop Date.
(b) The DPA Counterparty shall notify the Generator as soon as reasonably practicable after the DPA Counterparty considers that:
(i) the Initial Conditions Precedent have been fulfilled (or waived in accordance with clause 6.5 (Waiver)); and
(ii) the Operational Conditions Precedent have been fulfilled (or waived in accordance with clause 6.5 (Waiver)) ("Operational CP Fulfilment Notice").
(c) Upon receipt of the Operational CP Fulfilment Notice, the Generator shall notify the DPA Counterparty of the date that the Generator has selected as the "Start Date" in accordance with, and subject to, the definition of that term in clause 1.1 (Definitions).
Fulfilment of Conditions Precedent. The Company and the Promoters jointly and severally undertake to use best endeavours to fulfil the Conditions Precedent as set out in Clause 4.1 (Conditions Precedent to Closing) above as soon as possible and no later than the Long Stop Date. If the Company or the Promoters become aware of any event or circumstance that may prevent any of the Conditions Precedent from being satisfied, then the Company and the Promoters shall forthwith nofity the Investor of the same in writing. On fulfilment of the Conditions Precedent, the Company and the Promoters shall deliver to the Investor an original, duly executed certificate, in the form set out in SCHEDULE 5 to this Agreement (“CP Fulfilment Certificate”), certifying that the Conditions Precedent set out in Clause 4.1 (Conditions Precedent to Closing) above have been fully satisfied in all respects, together with certified copies of all the requisite documents and instruments evidencing the fulfilment of the same.
Fulfilment of Conditions Precedent. If each of the conditions set out in clause 4.1 shall not have been fulfilled (or waived) by the Long Stop Date as set forth in the GPC JV Contract, this agreement shall, unless the parties otherwise agree in writing, thereupon automatically cease and terminate and no party shall have any claim of any nature whatsoever against the other parties, save in respect of any prior breach of the provisions of this agreement.
Fulfilment of Conditions Precedent. 4.2.1. The Company shall use best endeavours to fulfil the Conditions Precedent as set out in Clause 4.1 above (to the extent that it is not waived in writing by Sabre) as soon as possible and no later than the Long Stop Date.
4.2.2. On fulfilment of the Conditions Precedent, the Company shall deliver to Sabre an original, duly executed certificate, in the form set out in Schedule 3 to this Agreement (“CP Fulfilment Certificate”), certifying that the Conditions Precedent set out in Clause 4.1 above have been fully satisfied in all respects (unless expressly waived by Sabre in writing), together with all the requisite documents and instruments evidencing fulfilment of the same. It is hereby clarified that Sabre shall not be able to waive the Condition Precedent as set out in Clause 4.1.10 above.
4.2.3. In the event, the Company becomes aware of a fact or circumstance that might prevent any of the Conditions Precedent from being satisfied, the Company shall immediately inform Sabre in writing of the same.
Fulfilment of Conditions Precedent. Each of the Sellers hereby agrees and jointly and severally undertakes with Xxxx as follows:
(a) at any time prior to or as of the Completion Date:
(i) the Sellers shall procure the necessary meeting or meetings of the board of directors of the Company to be held to approve unanimously the New JVC and the New Articles including the conversion of the Company into the JV with DFL and Xxxx each holding fifty percent **** indicates where a confidential portion has been omitted and filed separately with the Commission
Fulfilment of Conditions Precedent. The Board wishes to announce that on the date of this announcement, ADSB and the Landowner have fulfilled all of the Conditions Precedent of the JD Agreement. Please refer to the Earlier Announcements for further information regarding, among others, the Conditions Precedent of the JD Agreement.
Fulfilment of Conditions Precedent. The operation of the restraint recorded in this agreement is subject to the fulfilment or waiver of the conditions precedent contemplated in each of the sale of business agreement between the Seller and Zelpy and the sale of shares agreement between Metallurg Europe and Corvest, and the restraint recorded herein shall become effective immediately upon such fulfilment or waiver.
Fulfilment of Conditions Precedent. Each Party shall use all reasonable endeavours to procure that the conditions set out in Clause 3.1 for which it is responsible are satisfied as soon as possible on or after the Execution Date. If any of those conditions are not satisfied or waived within 60 days of the Execution Date the Project Documents shall cease to have effect from that date, and neither Party shall have any liability to the other under the Project Documents.
