Non-Fulfilment. If the Condition Precedent is not fulfilled or waived within 10 days of the Payment Date, then this agreement will be voidable by either party giving the other party notice in writing and on the giving of such notice the Company must return to the Investor any Subscription Money paid by the Investor.
Non-Fulfilment. In the event of non-compliance by either Party, the other Party at his discretion shall, after giving notice, have the right to cancel the contract on basis the market price at the date of default. In case of any dispute over the date of default or on the market price on that day, the matter shall be referred to Arbitration. The following procedure shall be adopted:
i. If the Seller is in default and if at the date of default the market price of the contracted product to be shipped is higher than the contract price, the Seller shall be charged with the difference between the market price and contract price.
ii. If the Buyer is in default and if at the date of default the market price of the contracted product to be shipped is lower than the contract price, the Buyer shall be charged with the difference between market price and contract price.
Non-Fulfilment. In the event that one or more of the conditions set forth in this Section 5.1 is not fulfilled on or before the Closing Date and the Purchaser does not waive such condition pursuant to this Section 5.1, the Purchaser may, in its discretion and upon delivery of written confirmation thereof to the Vendors, grant to the Vendors a thirty (30) day extension period to fulfill such condition. Any additional extension period may be agreed to in writing by the Parties. However, in the event that one or more of the conditions set forth in this Section 5.1 is not fulfilled on or before the extended date, the date agreed upon by the Parties or, at the latest, the Outside Date and the Purchaser does not waive such condition pursuant to this Section 5.1, the Purchaser may elect not to effect the Closing, and, if the Purchaser so elects, this Agreement shall be terminated, in which event none of the Vendors nor the Purchaser shall have any further obligations hereunder nor any liability, recourse or penalty against one another; provided that, if such condition is not fulfilled as a result of a voluntary breach of any representation or warranty of the Vendors, or the failure at the volition of the Vendors or the Targets to perform a covenant, obligation or undertaking to be performed by the Vendors or the Targets, such termination shall not prejudice the Purchaser’s right to pursue its legal remedies against the Vendors with respect to such voluntary breach or failure.
Non-Fulfilment. 1) In the case of non-fulfilment the non-defaulting party is permitted either
a) to repudiate the contract or
b) to sell or buy within three business days the goods or the documents for account of the defaulting party through an intermediary, or
c) to have the value of the goods ascertained by an intermediary appointed by the president of the appropriate court of arbitration or his representative and to require the defaulting party to meet the resulting price difference and the costs of ascertainment of the price difference.
2) The court of arbitration is entitled and, at the request of one party obliged to examine the covering transaction as per subsection 1) b) or the established value of the goods as per section 1) c). If the examination of the covering transaction or the price-fixing shows them not to have been properly carried out or to have led to a clearly unreasonable result, the court of arbitration itself must establish the price difference, giving due regard to market conditions. The same applies if the announced sale or purchase has not been carried out.
3) If arbitration is carried out, the non-defaulting party has the right to have the value of the goods established by the court of arbitration without previously having proceeded as per subsection 1) c).
4) The non-defaulting party must inform the defaulting party by telex at the latest on the next business day which right it will exercise. If the non-defaulting party exercises its rights as per sub-section 1) b), it must inform the defaulting party in good time of the time of the purchase or sale as well as the name of the intermediary entrusted with the transaction.
5) If the non-defaulting party fails to proceed as per the preceding subsection of this paragraph, it still retains its rights as per subsection 1) c).
6) A party has the right to proceed according to subsection 1) if the other party has declared its inability to fulfil the contract or its intention not to fulfil the same. The relevant date for the price-fixing as mentioned in subsection 1) c) is the first business day after the receipt of the notice declaring default.
7) If the buyer has received no delivery after the end of the agreed period of fulfilment (plus extension as per § 14) he is entitled to make use of his rights as per subsection 1). The appropriate day for price-fixing as per subsection 1) c) is the first business day after the end of the agreed fulfilment period plus extension as per § 14.
Non-Fulfilment. The Parties shall inform each other forthwith upon becoming aware of any fact or matter which could reasonably be expected to constitute a non-fulfilment of the conditions set forth in Articles 3.2.1 and 3.
Non-Fulfilment. (A) The Condition in clause 3.1(F) may be waived by the Subscriber. The Conditions in clauses 3.1(C) and 3.1(D) may be waived by the Company.
(B) If the Conditions (except such Conditions which are expressed to be satisfied on or as at the Completion Date) are not each fulfilled or waived in writing by the relevant Party on or before 13 June 2005 or such later date as may be agreed between the Company and the Subscriber, this Agreement shall terminate and none of the Parties will have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach (including, for the avoidance of doubt, any breach of clauses 3.2 or 6).
Non-Fulfilment. If any of the Conditions has not been fulfilled or waived by the Purchaser on or before 12 noon GMT on the Termination Date, the Purchaser may in its absolute discretion and without prejudice to any other right or remedy available to it or the Sellers as the case may be:
4.5.1 defer Completion to a date not more than five Business Days after the Termination Date; and/or
4.5.2 waive the Condition(s).
Non-Fulfilment. If either (a) a Termination Notice is given by the Purchaser to the Seller, or (b) if any of the Conditions has not been fulfilled or, where permitted, waived on or before 5 p.m. on the Termination Date, unless otherwise agreed in writing between the parties:
4.6.1 this Agreement shall terminate (save for the Surviving Provisions); and
4.6.2 subject to Clause 4.6.1 above, the parties shall and shall be deemed to waive any and all rights which they have under this Agreement or any other Transaction Document except for any rights which have accrued before the Termination Date or which arise under the Surviving Provisions.
Non-Fulfilment. If the conditions in clause 2.1 are not satisfied or waived by both parties in writing on or before the date that is 30 days following the date of the Agreement, the Investor or the Company may terminate the Agreement by notice to the other. If the Agreement is terminated in accordance with this clause 2.2, no party will have any obligation to any other party other than for a breach of the Agreement occurring before termination.
Non-Fulfilment. If the conditions in clause 2.1 are not satisfied or waived on or before the Drawdown Date, either Lender may cancel this agreement by written notice to the Company signed on behalf of that Lender. If this agreement is cancelled in that way, no party will have any obligation to any other party.
