Common use of Non-Compliance with Conditions Precedent Clause in Contracts

Non-Compliance with Conditions Precedent. The PARTIES reaffirm their agreement that (a) the commencement of the effects of the present COMMITMENT, thus understood as the immediate enforceability of the obligations hereunder, is subject to full compliance with the SUSPENSIVE CONDITIONS herein established, or its waiver as provided in Clause 6.2, as applicable; and (b) once the operation of the PROJECT is initiated, if any SUSPENSIVE CONDITION is not complied with during the term of this COMMITMENT, the PARTY to whom it pertains shall have the right to waive the SUSPENSIVE CONDITION in question, pursuant to Clause 6.2, the right to unilaterally terminate this COMMITMENT, without any penalty and regardless of any formality, subject to Clauses 6.4.1 and 6.4.2 below. 6.4.1. The right to terminate the COMMITMENT pursuant to this section may not be exercised while (i) any challenge or appeal by the affected PARTY to any decision or proceeding impairing or likely to impair the maintenance of any SUSPENSIVE CONDITION is pending or (ii) any legal time limit for filing such a challenge or appeal is pending. 6.4.2. In case any of the PARTIES (by itself and/or by any companies of its economic group) proves the existence of a request made by any of its financing parties or strategic partners, demanding the rescission of the present COMMITMENT due to any fact related to the non-maintenance of any SUSPENSIVE CONDITION attributable to the opposing PARTY, under penalty of early maturity of the obligations held by it (and/or any companies in its economic group) with such fundings or strategic partners, then the PARTY shall have the right to immediately rescind this COMMITMENT without regard to the provisions of Clause 6. 4.1. In this case, none of the PARTIES will be subject to the payment of any penalty or indemnification as a result of the rescission of this AGREEMENT.

Appears in 4 contracts

Samples: Commercial Product Purchase Commitment and Other Agreements (Brazil Potash Corp.), Commercial Product Purchase Commitment and Other Agreements (Brazil Potash Corp.), Commercial Product Purchase Commitment and Other Agreements (Brazil Potash Corp.)

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