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), such party may, as its sole remedies and recourses (except as provided in the last sentence of this Section 7.3.3 if the other party is in default), 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 the Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be disbursed to the terminating party in accordance with this Agreement and the Non-Refundable Exxxxxx Money shall be disbursed to Seller, 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 to the contrary, if the Closing Condition set forth in either Section 7.3.1(b) or 7.3.2(b) is not satisfied, or if a party is otherwise in default hereunder at or prior to Closing, the provisions of Article 10 of this Agreement (including the applicable notice and cure periods set forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default.
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 7.3 (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 Vendor, the Vendor may, acting reasonably, terminate this Agreement by notice in writing to the Purchaser. In such event, the Vendor 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. 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:
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. (a) Subject to Subsection 4.3(b), in the event any condition set forth in Section 4.1 or Section 4.2 is not satisfied or waived as therein provided on or before the applicable date or time referred to in Section 4.1 or Section 4.2, as the case may be (such condition being referred to as the “Unsatisfied Condition”), 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 the obligations referred to in Subsection 2.3(b) and Section 2.5) unless the reason for the Unsatisfied Condition not being satisfied is the breach by a party hereto of an obligation under this Agreement or a representation and warranty made by such party being incorrect or inaccurate, in which case a claim may be made against such party. In the event of any such termination hereunder, the Deposit and all interest accrued thereon shall be disbursed in accordance with the provisions of Section 3.1(c). Notwithstanding any other provisions of this Agreement, if by the applicable time or date referred to in Section 4.1 or Section 4.2, as the case may be, the party having the benefit of any given condition has not given notice to the other party that such condition has been waived or satisfied, such condition shall be deemed not to have been waived or satisfied.
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. (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.
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.
