Prerequisites for Delivery Clause Samples
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Prerequisites for Delivery. The obligation of the Lessors to deliver each Unit Component under Article 4 in each Individual Agreement is subject to the satisfaction of all of the following conditions unless the Lessors notify the Lessee not to require the satisfaction of any of such conditions prior to the completion of the delivery:
(1) No event has occurred by the Scheduled Delivery Date because of which the Lessors or Lessee expect the change of laws, administrative orders, or ordinances, or other changes under laws, administrative guidance or tax policy causing the transaction contemplated in the Relating Agreements to become unlawful, or making the Lessors or Lessee to reasonably determine it appropriate to cancel or postpone the execution of such transaction for the purpose thereof (provided, however, that the Lessors or Lessee shall consult with the other parties in advance in addition to other actions such as making a prompt notice to the other parties in the event the Lessor is aware of the occurrence of any event of this paragraph).
(2) The relevant Unit Component has been purchased by the Lessee from the Property Manufacturer under the Original Purchase Agreement prior to the Scheduled Delivery Date, and the Lessee acquires the ownership without any Encumbrances (except for the Approved Encumbrances).
(3) The Unit Component is insured by the effective insurance as of the Scheduled Delivery Date pursuant to Article 19.
(4) No Event of Default has occurred.
(5) No event has occurred for which, as reasonably determined by the Lessors, any Total Loss Event is or will be constituted.
(6) The Relating Agreements in which the Lessors or the Lessee are/is party/parties have been executed and delivered by all relevant parties, and remain in full force and effect.
(7) The representation and warranty of the Lessee under Article 20 are all true and correct as of the Scheduled Delivery Date based on the situation on such date.
Prerequisites for Delivery. 3.1 As the premise for the delivery, the following prerequisites shall be satisfied or waivered:
(1) the representations and warranties made by the sellers on the signing date of this Agreement remain true, accurate and complete in all material respects, without misleading, false representations or omissions in all significant respects;
(2) the sellers have approved this transaction in accordance with their internal organizational documents; as for Seller B, such approvals include the approvals of shareholders of China Unicom (Hong Kong) Limited and China United Network Communications Limited;
(3) China Reform Corporation has approved this transaction in accordance with its internal organizational documents;
(4) the buyer has approved this transaction in accordance with its internal organizational documents;
(5) this transaction has obtained approval, licensing and registration of all application Chinese government departments, including but not limited to the approval of the Ministry of Commerce; the filing procedure of appraisal report has been fulfilled in accordance with national laws and regulations;
(3) are the prerequisites for China Reform Corporation; those listed in Article 3.1
(4) are the prerequisites for the buyer; and those listed in Article 3.1(5) are the common prerequisites.
3.2 The parties agree that before the delivery date and to the practicable extent, they shall meet all the prerequisites set out in Article 3.1 hereof as soon as possible.
3.3 In case that all of the above prerequisites have not been met or waivered prior to the delivery date, the parties shall have consultation to determine the deadlines for such prerequisites in writing, or termination matters of this Agreement (except for the provisions remaining in force). In that case, any party (or its affiliates) shall not make a claim of any nature to the other party (or its affiliates) in accordance with this Agreement, unless such claim involves rights or liabilities generated before the termination or under the provisions remaining in force.
Prerequisites for Delivery. 5.1 The delivery is subject to the condition that the following prerequisites are met or exempted:
(1) This Agreement has become effect;
(2) The representations and warranties made by Party A on the execution date of this Agreement remain true, correct and complete on the Delivery Date and there are no misleading and false representations and omissions in all material respects;
(3) Party A has performed and abode by all agreements, obligations and conditions required by this Agreement that Party A should perform and abide by before the Delivery Date;
(4) No event that has significant adverse impact on the status of the Subject of Transfer has occurred;
(5) The Board of Directors and shareholders of Party A have approved the transaction under this Agreement according to its corporate governance documents and applicable laws and regulations;
(6) The Board of Directors and shareholders of Party B have approved the transaction under this Agreement according to its corporate governance documents and applicable laws and regulations, and the Listed Company has approved the transaction under this Agreement according to its corporate governance documents and applicable laws and regulations as well as listing rules;
(7) All necessary government approval, permission or authorization has been obtained in connection with the transaction under this Agreement.
5.2 Both Parties shall make reasonable endeavor to meet all prerequisites mentioned above as soon as practicably possible before December 31, 2015. If not all prerequisites mentioned above have been realized on or before December 31, 2015, if practical, both Parties may consult with each other to postpone the realization date of such prerequisites in writing, or to exempt related prerequisites and deem all prerequisites are realized.
Prerequisites for Delivery