Non-Satisfaction of Conditions. (a) In the event any conditions set forth in Sections 4.1 and 4.2 are not satisfied or waived as therein provided on or before the applicable date or time referred to in Section 4.1 or 4.2, as the case may be (such condition being referred to as the “Unsatisfied Condition”), the Closing Date shall be automatically extended for a period of sixty (60) days to allow for the satisfaction of any Unsatisfied Condition. If the Closing Date is extended and the condition subsequently satisfied or waived, then the Closing Date shall be automatically accelerated to the fifth (5th) Business Day following such a waiver or satisfaction. If any such condition remains unsatisfied after such sixty (60) day period, this Agreement shall, upon Notice by the party having the benefit of the Unsatisfied Condition to the other party, be terminated and both parties hereto shall be released from all of their liabilities and obligations under this Agreement (other than those obligations which are expressly stated to survive termination of this Agreement) unless the sole reason for the Unsatisfied Condition not being satisfied is the breach by a party hereto of an obligation under this Agreement, in which case, subject to the other relevant provisions of this Agreement, a Claim may be made against the Vendor, and the Deposit, together with all interest earned thereon shall be returned to Purchaser without prejudice to all other rights and remedies which the Purchaser may have against the Vendor at law or in equity, in the case of breach by the Vendor; or the Deposit shall be forfeited, in the case of breach by the Purchaser.
(b) If, on the Closing Date, all of the conditions in Section 4.1 have been satisfied or waived and the Purchaser is not in default under any provision of this Agreement and the Vendor is in default under any provision of this Agreement then the Purchaser, at its option, may elect either (i) if there has been a Material Value Reduction, to terminate this Agreement by Notice to the Vendor and, subject to Section 6.3 and, if applicable, Section 6.5, bring an action for damages against the Vendor, or (ii) to proceed to Closing (or require specific performance) of this Agreement and, subject to Section 6.3 and, if applicable, Section 6.5, bring an action for damages against the Vendor with respect to the Vendor’s default. In the event of a termination of this Agreement under this Section 4.3(b), the Deposit, together with all interest earned thereon shall be returned...
Non-Satisfaction of Conditions. 3.6.1 If any Condition set out in Clauses 3.1 and 3.3 has not been waived in accordance with Clause 3.5 (Waiver of Conditions) or satisfied by the Long Stop Date (as applicable), the Investor shall have the right to terminate this Agreement with immediate effect by giving written notice to the Company and Clause 6.3 (Effect of termination) shall apply.
3.6.2 If any Condition set out in Clauses 3.1 and 3.2 has not been waived in accordance with Clause 3.5 (Waiver of Conditions) or satisfied by the Long Stop Date (as applicable), the Company shall have the right to terminate this Agreement with immediate effect by giving written notice to the Investor and Clause 6.3 (Effect of termination) shall apply.
Non-Satisfaction of Conditions. If any of the conditions set forth in Section 5.1 are not fulfilled or waived to the reasonable satisfaction of the Vendors, the Vendors may, acting reasonably, terminate this Agreement by notice in writing to the Purchaser. In such event, the Vendors will be released from all obligations under this Agreement and the Purchaser will also be so released unless it was reasonably capable of causing such condition or conditions to be fulfilled or they have breached any of their representations, warranties, covenants or agreements in this Agreement.
Non-Satisfaction of Conditions. In the event that the Disbursement Agent determines that any conditions of SECTION 4.2.2 described above has not been satisfied in respect of any Construction Disbursement Request and so long as such conditions are not satisfied, the Disbursement Agent shall not authorize any disbursement of funds from the Construction Disbursement Account pursuant to a Construction Disbursement Request; PROVIDED, HOWEVER, the following payments may be made by the Disbursement Agent: 30
(a) if all other conditions in SECTION 4.1 and SECTION 4.2.2 hereof are met (except for SECTION 4.2.2(i), payments for work completed or materials purchased on or prior to the date that the Disbursement Agent determined that condition (i) of SECTION 4.2.2 was not satisfied and has so notified the Issuer in writing;
(b) payments not to exceed $5,000,000 in the aggregate to prevent the condition of the Facility from deteriorating or to preserve any work completed as certified to be reasonably necessary or advisable by the Issuer (in writing); and
(c) if such condition continues for a period of three consecutive months or more, at the request of the Issuer, Retainage Amounts for the portion of the Facility completed; provided that the Issuer certifies that the conditions for paying such amounts (other than completion of the Facility) are met.
Non-Satisfaction of Conditions. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder (a “Closing Condition”) has not been satisfied as of the Closing Date (or such earlier date as is provided herein), subject to any applicable notice and cure periods provided in Sections 10.1 and 10.2, such party may, as its sole remedies and recourses, either (a) terminate this Agreement by delivering written notice to the other party on or before the Closing Date (or such earlier date as is provided herein) and if Purchaser terminates this Agreement under this Section 7.2.3, the Xxxxxxx Money shall be immediately returned to Purchaser, or (b) elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have waived such Closing Condition. In the event such party elects to close (or to permit any such earlier termination deadline to pass), notwithstanding the non-satisfaction of such Closing Condition, such party shall be deemed to have waived such Closing Condition, and there shall be no liability on the part of any other party hereto for breaches of representations and warranties of which the party electing to close had knowledge at the Closing. Notwithstanding any provision of this Section 7.2.3 to the contrary, if the Closing Conditions set forth in Section 7.2.1(b) or 7.2.2(b) are not satisfied, the provisions of Article 10 of this Agreement shall govern the rights and remedies of the parties hereunder.
Non-Satisfaction of Conditions. In the event that the condition in clause 2.1 is not satisfied within 60 days following the date of this Agreement or such later date as the Parties may agree in writing, then either Party may terminate this Agreement by giving written notice to the other Party to that effect.
Non-Satisfaction of Conditions. Subject to Section 2.1, if any condition set out in Section 7.1 or Section 7.2 is not satisfied or performed prior to the time specified therefor, the party for whose benefit the condition is inserted may:
(a) in writing, waive compliance with the condition in whole or in part in its sole discretion by notice to the other parties and without prejudice to any of its rights of termination in the event of non-fulfilment of any other condition in whole or in part; or
(b) elect to terminate this Agreement, in which case no party shall be under any further obligation to the others to complete the transactions of purchase and sale contemplated by this Agreement.
Non-Satisfaction of Conditions. If any of the conditions set forth in Section 5.1 are not fulfilled or waived to the reasonable satisfaction of Marathon, Marathon may, acting reasonably, terminate this Agreement by notice in writing to KBB. In such event, Marathon will be released from all obligations under this Agreement and KBB will also be so released unless they were reasonably capable of causing such condition or conditions to be fulfilled or they have breached any of their representations, warranties, covenants or agreements in this Agreement.
Non-Satisfaction of Conditions. If any of the conditions set forth in Section 5.3 are not fulfilled or waived to the reasonable satisfaction of the Sellers, the Sellers may, acting reasonably, terminate this Agreement by notice in writing to KBB and Marathon. In such event the Sellers and Marathon will be released from all obligations under this Agreement and KBB will also be so released unless it was reasonably capable of causing such condition or conditions to be fulfilled or it has breached any of its representations, warranties, covenants or agreements in this Agreement.
Non-Satisfaction of Conditions. If by 5:00 p.m (Montréal time) on the applicable date referred to in Sections 9 and 10, the party having the benefit of the condition has not given notice to the other party that the condition has been satisfied or waived, such condition shall be deemed not to have been satisfied or waived and this Agreement and the respective obligations of the parties shall be terminated but without prejudice to any right or remedy which either party may have resulting from a breach of this Agreement. All conditions to be satisfied on Closing shall be deemed to be satisfied or waived if Closing occurs. The waiver of any condition hereunder shall not remove or diminish the obligations, covenants, representations or warranties of the Vendor and the Purchaser.
