Non-satisfaction. 2.4.1 If any of the conditions precedent in Clause 2.1 shall not have been satisfied in full on or before the later of the Commencement Date and the expiry of the 14 day period mentioned in Clause 2.1.7, this Agreement (except Clause 2.4.2) shall lapse and neither party shall have any liability to the other under or in respect of it, save in respect of a pre-existing breach of any of Clauses 2, 4, 5, 7, 8 and 9.
2.4.2 The obligations of confidence provided for in the Station Access Conditions shall continue in force for the period of years indicated at paragraph 8 of Schedule 1 after this Agreement has otherwise ceased to have effect.
Non-satisfaction. 2.4.1 If any of the conditions precedent in Clause 2.1 shall not have been satisfied in full on or before the Long-stop Date, this Agreement (except Clause 2.4.2) shall lapse and neither party shall have any liability to the other under or in respect of it, save in respect of a pre-existing breach of any of Clauses 2, 4, 6, 9, 11 and 12 and Conditions A1, Q1 and Q3.
2.4.2 The obligations of confidence provided for in the Depot Access Conditions shall continue in force for the period specified in Condition Q1.1 after this Agreement has otherwise ceased to have effect pursuant to Clause 2.4.1.
Non-satisfaction. 2.4.1 If any of the conditions precedent in Clause 2.1 shall not have been satisfied in full in relation to the Station on or before later of the Commencement Date and the expiry of the 14 day period mentioned in Clause 2.1.6, this Agreement (except Clause 2.4.2) shall lapse in relation to such Station and neither party shall have any liability to the other under or in respect of it, save in respect of a pre-existing breach of any of Clauses 2, 4, 6, 8, 9 and 10.
2.4.2 The obligations of confidence provided for in the Station Access Conditions shall continue in force for a period of 6 years after this Agreement has otherwise ceased to have effect in relation to the relevant Station.
Non-satisfaction. 4.4.1 If any of the conditions in Clause 4.1 is not satisfied or waived by the Buyer on or before 11 September, 2007 or such other date as the parties may agree or the Buyer becomes aware of any fact that would prevent any of the conditions in Clause 4.1 from being satisfied, the Buyer may, in its sole discretion, terminate this Agreement and no party shall have any claim against any other under it, save for any claim arising from any antecedent breach (including breach of any undertaking contained in Clause 4.3.1).
4.4.2 If any of the conditions in Clause 4.2 is not satisfied or waived by the Seller on or before 11 September, 2007 or such other date as the parties may agree or the Seller becomes aware of any fact that would prevent any of the conditions in Clause 4.2 from being satisfied, the Seller may, in its sole discretion, terminate this Agreement and no party shall have any claim against any other under it, save for any claim arising from any antecedent breach (including breach of any undertaking contained in Clause 4.3.2).
4.4.3 In the event that the Buyer or Seller shall terminate this Agreement in accordance with Clause 4.4.1 or Clause 4.4.2 (as the case may be), and without limiting the Buyer’s or Seller’s right to claim, all obligations of the Buyer and Seller under this Agreement shall, unless otherwise expressly stated, cease, but, for the avoidance of doubt, all rights and liabilities of the parties which have accrued before such termination shall continue to exist.
Non-satisfaction. 2.4.1 If any of the conditions precedent in Clause 2.1 shall not have been satisfied in full on or before the later of the Commencement Date and the expiry of the 14 day period mentioned in Clause 2.1.6, this Agreement (except Clause 2.
Non-satisfaction. 4.3.1 Each Party shall have the right to terminate this Agreement, by written notice to the other Party on or prior to the Closing Date, in each of the following circumstances:
(i) If the condition precedent set out in Clause 4.1.1 is not satisfied, or waived by both Parties, within the period of six (6) months starting on the date on which the application for the GMP License Extension was submitted; or if the Authority has formally indicated to the Parties or the Target Company that it will not grant the GMP License Extension; or
(ii) If the condition precedent set out in Clause 4.1.2 is not satisfied, or waived by both Parties, within six (6) months after the date of this Agreement.
4.3.2 If this Agreement is terminated pursuant to this Clause 4.3:
(i) all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party, save for any claims that any Party may have against the other Party arising from a breach by such other Party of any of its obligations under Clause 4.2;
(ii) the provisions of Clause 15 shall apply.
Non-satisfaction. If the Conditions are not satisfied or waived on or before the Long Stop Date, this Agreement shall lapse and no party shall have any claim against any other under it, save with respect to any antecedent rights arising hereunder.
Non-satisfaction. 4.3.1 The Purchaser shall give notice to the Seller of the satisfaction or non-satisfaction of the Competition Condition within two Business Days of becoming aware of the same.
4.3.2 For the avoidance of doubt, neither the Purchaser, any other Relevant Purchaser nor any other member of the Purchaser’s Group shall be obliged to confirm the satisfaction of the Competition Condition if such clearance or approval requires the Purchaser, any other Relevant Purchaser or any other member of the Purchaser’s Group to dispose of any assets that are material to the Group or the Purchaser’s Group or to agree to any undertaking that would restrict the Purchaser’s Group in carrying on the business of the Group or any other business carried on by the Purchaser’s Group in the ordinary course.
4.3.3 If the Competition Condition is not satisfied (including as a result of non-confirmation as contemplated by Clause 4.3.2) on or before the Long Stop Date, save as expressly provided (including in Clause 4.2.6), this Agreement (other than Clauses 1, 4.3.4, 4.3.5, 13, 14 and 16.2 to 16.17) shall lapse. Neither the Seller nor the Purchaser may terminate this Agreement after satisfaction of the Competition Condition, except in accordance with this Agreement.
4.3.4 In the event that this Agreement lapses pursuant to Clause 4.3.3 the Purchaser will pay the Seller the Break Fee no later than five Business Days after the date on which the Agreement lapses in the form of an electronic funds transfer to a bank account nominated by the Seller. For the avoidance of doubt, the Purchaser will only be liable to pay the Break Fee once under this Agreement, notwithstanding that the Seller may have a right to payment of the Break Fee under more than one Clause of this Agreement.
4.3.5 Any payment received by the Seller pursuant to Clause 4.3.4 in circumstances where the Purchaser or any other Relevant Purchasers have failed to comply with their respective obligations under Clause 4.2 will be without prejudice to all other rights or remedies available to the Seller, including the right to claim damages.
Non-satisfaction. If any Condition Precedent is not satisfied or waived on or before the Relevant Date or such later period of time as the Purchaser and the Vendor may agree in writing, then, save as otherwise expressly provided, this Agreement shall terminate and no party shall have any claim against the other party under it. The provisions of Clauses 1, 10.1, 10.3, 11.1, 11.2, 11.3, 11.4, 11.8, 11.9, 11.10 and 11.13 shall survive any termination of this Agreement and the rights and liabilities of the parties which have accrued before termination or in relation to these Clauses shall survive termination.
Non-satisfaction. 6.3.1 If any of the Conditions Precedent set out in Clause 5.1 is not satisfied within six (6) months after the date of this Agreement, each of the Parties has the right to terminate this Agreement by giving written notice to the other Party.
6.3.2 If this Agreement is terminated pursuant to this Clause 6.3.1 all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to the other Party.
6.3.3 The Conditions Precedent set forth in Clause 6.1.1 are for the sole benefit of the Purchaser and may solely be waived by the Purchaser, in its own discretion, at any time on or prior to the Closing Date.
