Common use of Non-satisfaction Clause in Contracts

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. 4.4.1 If any 4.3.1 The Purchaser shall promptly give notice to the Sellers, and the Sellers shall promptly give notice to the Purchaser, of the conditions satisfaction of the Conditions Precedent as soon as reasonably practicable, and in Clause 4.1 is any event within five Business Days of becoming aware of the same. If the Conditions Precedent are not satisfied or waived by the Buyer on or before 11 September, 24 August 2007 or such other date as the parties Purchaser and the Sellers may agree agree, the Purchaser or (in the Buyer becomes aware of any fact that would prevent any case of the conditions Conditions Precedent contained in Clause 4.1 from being satisfied, 4.1.1 only) the Buyer may, Sellers may in its or their sole discretion, discretion terminate this Agreement. Where this Agreement and is terminated under this Clause 4.3, no party shall have any claim against any other under it, save for fraud or any claim arising from any antecedent breach (including breach of any undertaking contained in Clause 4.3.1)4.2, and that provision along with the provisions of Clauses 10.2, 10.3, 10.10, 10.14, 10.17 and 10.18, shall remain in full force and effect notwithstanding this Agreement having otherwise terminated. 4.4.2 If any of 4.3.2 Notwithstanding the conditions in Clause 4.2 is foregoing, neither the Sellers nor the Purchaser may rely, either as a basis for not satisfied consummating Completion 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 terminating this Agreement and no party shall have abandoning the transactions contemplated hereby, on the failure of any claim against any other under it, save for any claim arising from any antecedent breach (including condition set out in Clause 4.1 to be satisfied if such failure was caused by such party's breach of any undertaking contained in Clause 4.3.2). 4.4.3 In the event that the Buyer or Seller shall terminate provision of this Agreement in accordance with or failure to use its reasonable endeavours to consummate Completion, as required by and subject to 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 exist4.2.

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.