Common use of Non-fulfilment of Conditions Precedent Clause in Contracts

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. ‌ 8.3.1 Each Party shall perform and fulfil all the Conditions Precedent within six [6] months of the Effective Date, however, each Party, upon the written request of the other Party, may extend and grant the extension of the time period as may be mutually agreed by the Parties for satisfying the Conditions Precedent that remained unfulfilled. The Parties agree that grant of extension hereunder shall not be withheld unreasonably. Each Party agrees, acknowledges and recognizes that: (a) In because of the event size, scope and long-term nature of the Conditions Project, it is more likely that the Project may be significantly undermined by events and occurrences outside the control of either FBR or the Concessionaire, and, therefore, delays in fulfilment of one or more Condition Precedent for by a Party have not been fulfilled may be attributable to extraneous events as opposed to the default or negligence of the Party unable to satisfy the relevant Condition(s) Precedent within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it.period, (b) In it is not in the event that possession best interest of either Party to mechanically Terminate this Agreement without considering the factors causing delay in fulfilment of the Site relevant Condition(s) Precedent by the other Party, and (c) mechanical Termination of this Agreement and re-tendering of the Project is likely to cause delay in provision of Project Facilities. 8.3.2 The failure of the Concessionaire to fulfil any or all of the Conditions Precedent within the time stipulated in Section 8.3.1 or within the extended period of time, FBR shall be entitled to terminate the Agreement without recourse to any other option or remedy; provided that the failure to fulfil any or all of the condition’s precedent is not due to: (i) the acts or omissions of FBR; or (ii) the failure of FBR to perform any of its obligations under the Agreement. 8.3.3 FBR, upon written request of the Concessionaire, may waive a condition precedent required by the Concessionaire to fulfil it under Section 8.2.1 provided that: (a) the performance of the obligations by the Concessionaire is not hindered or impeded under the Agreement; (b) no substantial risk pertaining to the Project is transferred to FBR either directly or indirectly; and (c) there is no likelihood of imposition of any penalty upon FBR by any Public Sector Entity. 8.3.4 Upon the fulfilment or waiver under Section 8.3.3 as the case may be, of the Conditions Precedent specified in Section 8.2, the Parties shall execute a certificate: (a) confirming that all of the Conditions Precedent specified in Section 8.2 have been fulfilled or if waived, the condition that has been delivered waived; and (b) specifying the Effective Date of the Agreement under Section 8.1. 8.3.5 Without prejudice to Sections 8.3.2 and 8.3.3 where the Concessionaire has failed to fulfil a Condition Precedent and that Condition Precedent has not been waived by FBR, FBR shall be entitled to forfeit and encash/ call upon the Financial Close Bond and treat the Agreement terminated and in case where the non-fulfilment of a Condition Precedent has occasioned due to the default of FBR than FBR shall return the Financial Close Bond to the Concessionaire prior and treat the Agreement terminated without any other liability. 8.3.6 Subject to Section 8.3.1 the fulfilment in full failure of either Party to fulfil any or all of the Conditions PrecedentPrecedent within six (6) Months of the Effective Date or within the extended time period stipulated in Section 8.3.1, upon shall entitle the termination of other Party to Terminate this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delaySection 17 [Termination]. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months months Advance Lease Rental Deposit Rentals and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit Rentals received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant Consultant’ and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled within the stipulated time and the Authority Grantor has not waived, fully or partially, such conditions relating to the ConcessionaireAuthorisee, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL TSRTC shall not be liable in any manner whatsoever to the Concessionaire Authorisee or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire Authorisee prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) aboveAgreement, the Site shall immediately revert to the AuthorityGrantor, free and clear from any Encumbrances encumbrances and along with all Easementary Easement Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delayParties. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Authorisee‟s Conditions Precedent and the same is not due to Authority’s default or Force Majeure eventGrantor‟s default, Authority Grantor shall retain the Project Development FeeUpfront Amount, Six Months Advance Annual Lease Rental Deposit Rentals, and forfeit all the Bank Guarantees (Performance Security Security, etc) as damages. (d) In the event this Agreement is terminated due to non-fulfilment non fulfillment of the Authority’s Grantor's Conditions Precedent, the Authority Grantor shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit received from Bank Guarantee provided by the ConcessionairePreferred Bidder towards performance guarantee, to the Authorisee without any interest, provided there are no outstanding claims of the Authority Grantor on the Concessionaire, Authorisee unless such Authority’s the Grantor's failure to fulfil fulfill its Conditions Precedent is a result of the Concessionaire’s Authorisee‟s default. In any case, the non refundable and irrevocable Project Development Fee (PDF)' will not be paid back to the Authorisee which is the expense incurred towards this project development till this agreement signing. That the Bid submission and entering into this agreement by the Authorisee is deemed to have agreed to forego the PDF in any of the circumstances mentioned in this section. (e) Without prejudice to the foregoingInstead of this Agreement terminating as provided in this Section 4.5, the Parties may, instead of terminating the Agreement, may by mutual agreement extend the time for fulfilling the Conditions Precedent by mutual AgreementPrecedent. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Easement Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months months Advance Lease Rental Deposit Rentals and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit Rentals received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant Consultant’ and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event If the Conditions Precedent for a Party cannot be fulfilled or deemed not to have not been fulfilled within by the stipulated time and expiry of the Authority has Conditional Period, the Party who is not waivedresponsible for satisfying the non-fulfilled Condition(s) Precedent, fully or partiallymay rescind the JVSA by serving written notice on the other Party (“Notice”) provided that to the extent applicable, such conditions relating Party shall have complied with its obligation to assist the Concessionaireother Party using their best endeavours (where appropriate) to satisfy and assist one another to satisfy the Conditions Precedent. Upon service of the Notice on the other Party, this Agreement shall cease to have any effect as of that date and the JVSA shall be deemed to have been be terminated by the mutual Agreement and shall be null and void and of no further effect whatsoever, and none of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable right to claim against the other Party, save in respect of any manner whatsoever antecedent breach of the terms herein. Upon termination of the JVSA:- (a) subject to the Concessionaire or Persons claiming through or terms, the Parties shall procure the Development Rights Agreement (if executed) shall be terminated in accordance with its terms whereupon BLSB shall refund and procure to be refunded to BDBLSB the Landowner's Entitlement (as defined in Section 3.4 below) and any other monies which have been paid by BDBLSB to BLSB pursuant to and under it.the Development Rights Agreement; (b) In the event that possession upon receipt of the Site has been delivered refund from BLSB referred to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 Section (a) above, BDBLSB to refund to LDSB all advance which LDSB has given to BDBLSB for the Site shall immediately revert purpose of payment of, inter alia, the Landowner's Entitlement and any other monies paid to BLSB pursuant to and under the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay.Development Rights Agreement; and (c) In the event this Agreement is terminated due addition to non-fulfilment Section (a) above, BLSB shall sell to LDSB and LDSB shall purchase from BLSB all of the Concessionaire’s Conditions Precedent and shares held by BLSB in BDBLSB at the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit and forfeit Performance Security as damages. nominal value of Ringgit Malaysia One (dRM1.00) In the event this Agreement is terminated due to non-fulfilment only. The transfer of the Authority’s Conditions Precedent, shares from BLSB to LDSB shall complete on the Authority shall upon fourteenth (14th) day (or such termination return/refund other date as the Parties may mutually agree in full the Performance Security along with Six Months Advance Lease Rental Deposit received writing) from the Concessionaire, without any interest, provided there are no outstanding claims date of the Authority on the Concessionaire, unless such Authority’s failure Notice referred to fulfil its Conditions Precedent is a result of the Concessionaire’s defaultin Section 3.2.2. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit Rentals and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit Rentals received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the ConcessionaireLicensee, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL HMDA shall not be liable in any manner whatsoever to the Concessionaire Licensee or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire Licensee prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire Licensee and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay. (c) In the event this Agreement is terminated due to non-fulfilment of the ConcessionaireLicensee’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit Fee and forfeit Performance Security/Bid Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit received from the ConcessionaireLicensee, without any interest, provided there are no outstanding claims of the Authority on the ConcessionaireLicensee, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the ConcessionaireLicensee’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreementagreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire Licensee or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant Independent Expert/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. 8.3.1 Each Party shall perform and fulfil all the Conditions Precedent within six [6] months of the Effective Date, however, each Party, upon the written request of the other Party, may extend and grant the extension of the time period as may be mutually agreed by the Parties for satisfying the Conditions Precedent that remained unfulfilled. The Parties agree that grant of extension hereunder shall not be withheld unreasonably. Each Party agrees, acknowledges and recognizes that: (a) In because of the event size, scope and long-term nature of the Conditions Project, it is more likely that the Project may be significantly undermined by events and occurrences outside the control of either FBR or the Concessionaire, and, therefore, delays in fulfilment of one or more Condition Precedent for by a Party have not been fulfilled may be attributable to extraneous events as opposed to the default or negligence of the Party unable to satisfy the relevant Condition(s) Precedent within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it.period, (b) In it is not in the event that possession best interest of either Party to mechanically Terminate this Agreement without considering the factors causing delay in fulfilment of the Site relevant Condition(s) Precedent by the other Party, and (c) mechanical Termination of this Agreement and re-tendering of the Project is likely to cause delay in provision of Project Facilities. 8.3.2 The failure of the Concessionaire to fulfil any or all of the Conditions Precedent within the time stipulated in Section 8.3.1 or within the extended period of time, FBR shall be entitled to terminate the Agreement without recourse to any other option or remedy; provided that the failure to fulfil any or all of the condition’s precedent is not due to: (i) the acts or omissions of FBR; or (ii) the failure of FBR to perform any of its obligations under the Agreement. 8.3.3 FBR, upon written request of the Concessionaire, may waive a condition precedent required by the Concessionaire to fulfil it under Section 8.2.1 provided that: (a) the performance of the obligations by the Concessionaire is not hindered or impeded under the Agreement; (b) no substantial risk pertaining to the Project is transferred to FBR either directly or indirectly; and (c) there is no likelihood of imposition of any penalty upon FBR by any Public Sector Entity. 8.3.4 Upon the fulfilment or waiver under Section 8.3.3 as the case may be, of the Conditions Precedent specified in Section 8.2, the Parties shall execute a certificate: (a) confirming that all of the Conditions Precedent specified in Section 8.2 have been fulfilled or if waived, the condition that has been delivered waived; and (b) specifying the Effective Date of the Agreement under Section 8.1. 8.3.5 Without prejudice to Sections 8.3.2 and 8.3.3 where the Concessionaire has failed to fulfil a Condition Precedent and that Condition Precedent has not been waived by FBR, FBR shall be entitled to forfeit and encash/ call upon the Financial Close Bond and treat the Agreement terminated and in case where the non-fulfilment of a Condition Precedent has occasioned due to the default of FBR than FBR shall return the Financial Close Bond to the Concessionaire prior and treat the Agreement terminated without any other liability. 8.3.6 Subject to Section 8.3.1 the fulfilment in full failure of either Party to fulfil any or all of the Conditions PrecedentPrecedent within six (6) Months of the Effective Date or within the extended time period stipulated in Section 8.3.1, upon shall entitle the termination of other Party to Terminate this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delaySection 17 [Termination]. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.

Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party the Concessionaire have not been fulfilled within the stipulated time and the Grantor / Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual Agreement agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and ADCL NFDB shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it. (b) In the event that possession of the Site has been delivered to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Grantor / Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay. (c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Grantor / Authority’s default or Force Majeure event, Grantor / Authority shall retain the Project Development Fee, Six (6) Months Advance Lease Rental Deposit lease Amount and forfeit Performance Security as damages. (d) In the event this Agreement is terminated due to non-fulfilment of the Grantor / Authority’s Conditions Precedent, the Grantor / Authority shall upon such termination return/refund in full the Performance Security along with Six (6) Months Advance Lease Rental Deposit Amount received from the Concessionaire, without any interest, provided there are no outstanding claims of the Grantor / Authority on the Concessionaire, unless such Grantor / Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default. (e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreementagreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant Independent Engineer/Consultant and as approved by the Grantor / Authority.

Non-fulfilment of Conditions Precedent. (a) In the event that (i) any of the Conditions Precedent for a Party Precedents relating to the Concessionaire set forth in Article 3.1.2 have not been fulfilled within by or before sixty (60) days of the stipulated time Appointed Date, (ii) the delay has not occurred as a result of breach of this Agreement by the Authority or due to Force Majeure, and (iii) unless, the Authority has not waived, waived them fully or partially, such conditions relating the Authority shall have the right to terminate this Agreement forthwith by notice to the ConcessionaireConcessionaire and, this Agreement shall cease to have any effect as in case the Authority exercises such right of that date and shall be deemed to have been terminated by the mutual Agreement of the Parties and termination, no Party shall subsequently have any rights or obligations under this the Agreement and ADCL the Authority shall not be liable in any manner whatsoever to the Concessionaire or Persons persons claiming through or under it. (b) In the event that possession the Authority has terminated the Agreement under Article 3.1.4(a) due to non-fulfilment of Conditions Precedent by the Site has been delivered Concessionaire, the Authority shall not be liable in any manner whatsoever to the Concessionaire prior to or its Sub-Contractors, agents and employees and the fulfilment in full Authority shall encash the Construction Performance Security or the RFP Bid Bond (as the case may be) of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delayConcessionaire. (c) In the event this Agreement is terminated due to non-fulfilment case of early termination of the Concessionaire’s Conditions Precedent and Agreement, the same is Concessionaire shall not due have any right whatsoever to Authority’s default or Force Majeure event, Authority shall retain access the Project Development Fee, Six Months Advance Lease Rental Deposit and forfeit Performance Security as damagesSite or any part thereof. (d) In the event this Agreement is terminated due to non-that the Concessionaire has fulfilled its Conditions Precedent and the Authority has not procured fulfilment of any or all of the Authority’s Conditions PrecedentPrecedent set forth in Article 3.1 within the period specified in respect thereof, then the Concessionaire has the option to terminate the Agreement, in which case the Authority shall upon such termination return/refund in full be liable to return the Concessionaire the Construction Performance Security along with Six Months Advance Lease Rental Deposit received from the Concessionaire, without any interest, provided there are no outstanding claims of but the Authority on shall have no other liability to the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s defaultConcessionaire whatsoever. (e) Without prejudice to Instead of terminating the foregoingAgreement as provided in this Article 3.1.4, the Parties may, instead of terminating the Agreement, may extend the time for fulfilling the Conditions Precedent by mutual Agreementagreement. (f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Precedent, as certified by the ‘Project Monitoring & Supervision Consultants’/Consultant and as approved by the Authority.