NON-FULFILMENT OF CONDITIONS ETC Sample Clauses

NON-FULFILMENT OF CONDITIONS ETC. FOR THE BENEFIT OF THE VENDOR In the event that any condition, obligation, covenant or agreement of the Purchaser to be fulfilled and/or performed hereunder at or prior to the Time of Closing, including, without limitation, the conditions set forth in this Article 15, shall not be fulfilled and/or performed at or prior to the Time of Closing, the Vendor may rescind this Agreement by notice to the Purchaser and in such event the Vendor shall be released from all obligations hereunder and, unless the Vendor can show that the one or more conditions, obligations, covenants or agreements for the non-fulfilment or non-performance of which the Vendor has rescinded this Agreement is or are reasonably capable of being fulfilled and/or performed or caused to be fulfilled and/or performed by the Purchaser, then the Purchaser shall also be released from all obligations hereunder except those set forth in Section 11.1.1; provided, however, that any of the said conditions, obligations, covenants or agreement may be waived in whole or in part by the Vendor without prejudice to its right of rescission in the event of the non-fulfilment and/or non-performance of any other condition, obligation, covenant or agreement, any such waiver to be binding upon the Vendor only if the same is in writing.
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NON-FULFILMENT OF CONDITIONS ETC. FOR THE BENEFIT OF THE VENDOR In the event that any condition, obligation, covenant or agreement of the Purchaser to be fulfilled and/or performed hereunder at or prior to the Time of Closing, including, without limitation, the conditions set forth in this Article 15, shall not be fulfilled and/or performed at or prior to the Time of Closing, the Vendor may rescind this Agreement by notice to the Purchaser and in such event the Vendor shall be released from all obligations hereunder and, unless the Vendor can show that the one or more conditions, obligations,
Sample 1
NON-FULFILMENT OF CONDITIONS ETC for the Benefit of the Purchaser In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled and/or performed hereunder at or prior to the Time of Closing, including, without limitation, the conditions set forth in this Article 13, shall not be fulfilled and/or performed, at or prior to the Time of Closing, the Purchaser may not elect to not complete the transaction contemplated in this Agreement or exercise any termination right arising therefrom unless the Purchaser has delivered a written notice to the Vendor specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Purchaser is asserting as the basis for non-fulfilment of the applicable condition precedent or termination right, as the case may be. If any such notice is delivered, provided that the Vendor is proceeding diligently to cure such matter, if such matter is susceptible to being cured, the Purchaser may not rescind or terminate this Agreement until the expiration of a period of 30 days from such notice; and, if such extension would postpone the Closing Date beyond November 30, 1998, the parties shall be deemed to have agreed to extend the Closing Date to such 30th day. If after such 30 day period, such matter is not cured, the Purchaser may rescind this Agreement by notice to the Vendor, without limiting any other right of the Purchaser, and in such event the Purchaser shall be released from all obligations hereunder except the covenant to maintain the confidentiality of certain information under the Confidentiality Agreement; provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser's right of rescission in the event of the non-fulfilment and/or non-performance of any 66 61. other material condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing.
Sample 1
NON-FULFILMENT OF CONDITIONS ETC for the Benefit of the Vendor In the event that any condition, obligation, covenant or agreement of the Purchaser to be fulfilled and/or performed hereunder at or prior to the Time of Closing, including, without limitation, the conditions set forth in this Article 14, shall not be fulfilled and/or performed, at or prior to the Time of Closing, the Vendor may not elect to not complete the transaction contemplated in this Agreement or exercise any termination right arising therefrom unless the Vendor has delivered a written notice to the Purchaser specifying in reasonable detail all breaches of covenants,
Sample 1

Related to NON-FULFILMENT OF CONDITIONS ETC

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Fulfillment of Covenants All the terms, covenants and conditions of this Agreement to be complied with and performed by IFCO at or before the Closing Date shall have been duly complied with and performed.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Conditions to Obligation of the Buyer The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Other Conditions Precedent Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and 4.1.10 shall have been satisfied unless the failure of any such condition to be satisfied is the result of any action or inaction by Mortgagee.

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

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