Non-satisfaction of Conditions Precedent. The nonoccurrence or delay of the Closing of the Acquisition by reason of the failure of timely satisfaction of all conditions precedent to the obligations of any party hereto to consummate the Acquisition shall in no way relieve such party of any liability to another party hereto, nor be deemed a release or waiver of any claims the other party hereto may have against such party, if and to the extent the failure of timely satisfaction of such conditions precedent is attributable to the actions or inactions of such party.
Non-satisfaction of Conditions Precedent. If the Effective Date is not achieved by the CP Longstop Date or such later date as the parties to the Implementation Agreement may agree under the conditions set out in the Implementation Agreement1, then either Party shall be entitled to terminate this Agreement on seven (7) Business Days' notice to the other Party, provided that such Conditions Precedent remains unsatisfied and not waived as at the Termination Date. Upon termination of this Agreement under Clause 2.2(a), the Parties shall have no further obligations or liabilities under this Agreement except in relation to antecedent breaches of this Agreement (if any).
Non-satisfaction of Conditions Precedent. (a) If each of the conditions precedent set out in clause 2.1 has not been fulfilled, fully satisfied or expressly waived in writing on the Loan Date, the Lender will not be under any obligation to make the Loan Amount available to the Borrower.
(b) In the circumstances in clause (a), the Borrower must, on demand by the Lender, pay to and indemnify the Lender against any:
(i) costs;
(ii) losses;
(iii) charges;
(iv) expenses;
(v) liabilities;
(vi) damages;
(vii) fees; and
(viii) disbursements, paid or incurred by the Lender in consequence of the Loan Amount not being provided to the Borrower.
(c) These amounts include, but are not limited to:
(i) costs;
(ii) losses;
(iii) charges;
(iv) expenses;
(v) liabilities;
(vi) damages;
(vii) fees; and
(viii) disbursements, paid or incurred by the Lender liquidating or otherwise employing deposits by, or advances from, third parties acquired by the Lender to fund or assist in funding the provision of the Loan Amount.
Non-satisfaction of Conditions Precedent. If the Effective Date is not achieved by the CP Longstop Date or such later date as the parties to the Implementation Agreement may agree under the conditions set out in the Implementation Agreement18, then either Party shall be entitled to terminate this Agreement on seven (7) Business Days' notice to the other Party, provided that such Conditions Precedent remains unsatisfied and not waived as at the date of termination. Upon termination of this Agreement under Clause 2.3(a), the Parties shall have no further obligations or liabilities under this Agreement. The O&M Contractor must carry out the O&M Services: in accordance with the standards of a Reasonable and Prudent Operator, the Lender's Performance Standards, all applicable Laws, Authorisations and Codes (including as these may relate to synchronising, voltage and reactive power control) as they apply to the O&M Contractor or to the Facility; using all new Materials, components or parts that are of a quality and standard consistent with the standards of a Reasonable and Prudent Operator, of a standard or quality equivalent to or better than those in the Specification and the Codes and suitable for the purpose of carrying out the O&M Services under this Agreement; so as to ensure the correct functioning of the Facility in compliance with the Specifications, Codes, O&M Manuals, manufacturer warranties and guarantees and the standards of a Reasonable and Prudent Operator; so as to ensure the Availability of the Facility is at all times greater than or equal to the Minimum Guaranteed Availability; so as to ensure that Energy is capable of being delivered at the Delivery Point; using best endeavours to ensure that the minimum amount of the Facility is worked on at one time and that O&M Services are not carried out when irradiance is above the Minimum Irradiance Threshold in Peak Sunlight Months; in compliance and co-operation with all reasonable requests of the Supplier and the Installation Contractor with respect to the rectification of Defects during the Defects Warranty Period; and in compliance and co-operation with all reasonable requests of the Project Company in relation to performing the obligations of the O&M Contractor under this Agreement. The O&M Contractor must procure and maintain all Authorisations which are necessary for it to perform the O&M Services. The O&M Contractor must not carry out any works or repairs that would invalidate any manufacturer guarantees or warranties in relation to t...
Non-satisfaction of Conditions Precedent. If, at any time after entering into a Relevant Agreement under Clause 2 (Issuing Notes) and before the issue of the relevant Notes, the Issuer becomes aware that the conditions specified in Clause 3.2 (Conditions precedent to any issue of Notes) will not be satisfied in relation to that issue, the Issuer shall forthwith notify the Relevant Dealer(s) to this effect giving full details thereof.
Non-satisfaction of Conditions Precedent. Subject to clause 2.4(b), if the Conditions Precedent are not satisfied or waived by Horizon Power Pilbara Network in accordance with clause 2.3(a) by the ‘Due Date’ specified in Part 2 of Schedule 2 (or such longer period as the Parties may in writing agree) then either Party may, without prejudice to any other right or remedy it may have, terminate this Contract by giving written notice to the other Party. A Party is only entitled to exercise the termination right under clause 2.4(a), if it has complied with clause 2.2.
Non-satisfaction of Conditions Precedent. If any of the Conditions Precedent is not satisfied on the Long-Stop Date and is not waived by the relevant Party or Parties by the Long-Stop Date, this Agreement shall automatically terminate on that date, subject to Section 3.4 below.
Non-satisfaction of Conditions Precedent. If any Condition Precedent has not been satisfied by the Long Stop Date or the Completion Date (as the case may be), this Agreement shall automatically terminate with immediate effect and Clause 8.6 shall apply, unless otherwise agreed by the Parties in writing. For the avoidance of doubt, none of the Conditions Precedent can be waived by either Party.
Non-satisfaction of Conditions Precedent. (a) If the Service Provider does not satisfy each Condition Precedent by the relevant Condition Precedent Satisfaction Date, and AEMO (in its sole discretion and acting reasonably) does not waive non-satisfaction of a Condition Precedent under clause 3.3, then:
(i) AEMO must notify the Service Provider of that fact; and
(ii) the Service Provider must pay to AEMO, as compensation to the market, an amount equivalent to the Security (as specified in the Contract Details and subject to clause 3.7(a)) within 10 Business Days.
(b) The obligation in clause 11.4(a)(ii) is satisfied if:
(i) the Service Provider pays AEMO an amount equivalent to the Security (as specified in the Contract Details and subject to clause 3.7(a)) in cleared funds within 10 Business Days after AEMO notifies the Service Provider under clause 11.4(a)(i) (in which case AEMO must promptly return the original copy of the Security to the Service Provider); or
(ii) (if AEMO does not receive a payment under clause 11.4(b)(i)) AEMO draws on the Security and promptly returns the original copy of the Security to the Service Provider.
(c) The payment under clause 11.4(b)(i) or the drawdown under clause 11.4(b)(ii), as applicable, is deemed to be a negative NCESS amount payable under this Contract for the purposes of clauses 5.9.1 and 9.10.27C of the WEM Rules.
Non-satisfaction of Conditions Precedent. If any of the conditions precedent set out in clause 2.3 have not been fulfilled or waived by the date in clause 2.3(i) above (or such other date as the Parties may agree in writing), then, subject to any accrued rights and obligations of either Party, this Agreement shall automatically terminate.
