Non-fulfilment of Conditions. This Agreement may be cancelled by written notice to the other Party if, by 5.00 pm on Conditions Date:
(a) Any condition in this Agreement is not satisfied, or waived; and
(b) Confirmation of satisfaction, or waiver as the case may be, of that condition is not notified by a party for whose benefit the condition is inserted to the other party or parties.
Non-fulfilment of Conditions. If any of the conditions contained in section 9.1 have not been fulfilled on the date for the disbursement of the Funding and are not waived by the Region, the Region shall be under no obligation to make such disbursement to the Proponent, and the Region shall thereupon have the right to terminate this Agreement. If the Region terminates this Agreement, neither Party shall have any rights or obligations hereunder, save and except that the Region may, notwithstanding such termination, bring an action against the Proponent for all losses, costs and expenses.
Non-fulfilment of Conditions. If either Vendor or Purchaser fails to deliver any item that is required by Sections 5.2 or 5.3 at the Time of Closing but the other party elects to sign and close this Agreement, then the party so electing to sign and close this Agreement may not make a claim for indemnification based upon the other party's failure to deliver any item required by Sections 5.2 or 5.3.
Non-fulfilment of Conditions. If the conditions in Clause 3.3 are not fulfilled by the fifth Business Day before the target date referred to in Clause 3.1.2, either the Principal Vendors or the Purchaser may (if not in continuing breach of their own obligations relating to that clause), at any time prior to the fulfilment of the conditions, rescind this Agreement by notice to the other, and this will not prejudice the other rights and remedies of the rescinding party under this Agreement.
Non-fulfilment of Conditions. If a condition precedent set out in the First Schedule is not fulfilled as at the end of the day (NZ time) stated in the first line of that condition (or such later day as the Crown may agree in writing) and it is not waived in writing by the Crown (for whose benefit each condition has been included and who alone may waive in whole or in part the fulfilment of a condition) then the Crown may elect to give Air NZ written notice terminating this Agreement in which event this Agreement will terminate on the date of service of that notice and neither party will have any claim on the other arising under this Agreement but without prejudice to any right or remedy a party may have against the other for any breach of this Agreement arising before the date on which this Agreement is terminated.
Non-fulfilment of Conditions. The Corporate Parties agree that, if for any reason the Merger Conditions are not satisfied (or waived) on or prior to the Conditions Long-Stop Date or the Completion Conditions are not satisfied (or waived) on the Merger Date, this Agreement shall, unless otherwise agreed in writing between the Corporate Parties, automatically terminate, and no Party shall have claim against any Party under this Agreement for costs, damages, compensation or otherwise save in respect of any claim relating to a breach by any Party prior to the date of termination of this Agreement.
Non-fulfilment of Conditions. If the Conditions set out in clause 3.1 have not been fulfilled or (to the extent that they are capable of waiver) waived by the Purchaser by 30 September 2000, or such later date as agreed in writing by the Vendors' Representative and the Purchaser, then this Agreement will terminate. If this Agreement is terminated under this clause 3.4 no party is to have any claim against any other party arising under or in connection with that termination other than in respect of any breach of clause 16 or any breach of this Agreement occurring before termination, but otherwise this Agreement has no further effect.
Non-fulfilment of Conditions. If any of the Conditions becomes incapable of being satisfied (and is not waived by Davy) or if all the Conditions are not fulfilled (or waived by Davy) on or before the time or date set for its fulfilment (or such later time as Davy and the Company may agree pursuant to Clause 2.1), then Davy’s obligations under this Agreement shall terminate immediately; and
(a) the Company shall forthwith pay to Davy all costs, expenses and disbursements of the nature referred to in Clause 9.2;
(b) the Company shall forthwith pay to Davy an abort fee of an amount equal to 1% of the Rights Issue Amount;
(c) if the date on which Davy’s obligations terminate occurs on or after the 29th day of Davy’s commitment under this Agreement, such commitment beginning from (and including) the date of this Agreement, an additional commission calculated in accordance with Clause 9.1(b) shall be payable by the Company to Davy; and
(d) neither Davy, the Executive Directors nor the Company shall have any claim whatsoever against the other under or in respect of this Agreement except in respect of any breach of the provisions of this Agreement which has occurred before then, provided however that this Agreement shall not be capable of termination as and from the date of the Escrow Closing Time for any reason other than failure to satisfy the condition relating to Admission.
Non-fulfilment of Conditions. If all the Conditions in:
2.4.1 CLAUSES 2.
1.1 AND 2.1.2: Clauses 2.1.1 and 2.1.2 have not been fulfilled or waived in accordance with this agreement by 5.00pm on 28 February 2003 or such later date as may be agreed in writing by the parties;
2.4.2 CLAUSE 2.1.3: Clause 2.1.3 has not been fulfilled or waived in accordance with this agreement by the later of 5.00pm on 12 March 2003, the date 10 Business Days after FCF receives bank consent pursuant to clause 2.1.2 or the date 8 Business Days after FCF receives bank confirmation pursuant to clause 2.5, or such later date as may be agreed in writing by the parties; then either party may terminate this agreement by notice to the other of them in which case this agreement (other than clauses 3 (but only if this agreement is terminated by FCF due to the Condition in clause 2.1.2 not being satisfied) and 16, which will survive termination) will end and no party will have any claim against any other party arising under or in connection with termination.
Non-fulfilment of Conditions. If the conditions in Clause 3.3 are not fulfilled by April 15, 2006, either the Vendors or the Purchaser may (if not in continuing breach of their own obligations relating to that clause), at any time prior to the fulfilment of the conditions, rescind this Agreement by notice to the other, and this will not prejudice the other rights and remedies of the rescinding party under this Agreement.
