Resolutory Condition. Section 2.2 (a) of the Share Purchase Agreement is hereby amended and replaced with the following:
Resolutory Condition. The parties agree that this agreement and the total payment of each one of the indicated price installments referred to in letters b) and c) of clause fifth above will be subject to the negative resolutory condition, which consist that this agreement will be terminated if Buyer does not obtain the legal authorization from the “Dirección General de Aguas” and the pertinent “Junta de Vigilancia” to establish a right compensation system, which allows to capture the water corresponding to the rights individualized in previous clause first in any basin upstream like Xxxxxx, Xxxxxx or other, directly compensating Copiapó River.. In the case the condition is verified, Lumina shall be entitle to ask the resolution of this agreement and the parties in that case shall return mutually what shall correspond to each other with the exception of Seller right to keep as unique indemnification for any damage the amount of $1.000.000. - dollars that is paid hereby in the way stated in letter a) clause fifth above. Therefore, Seller will have to return any amount had received as a consequence of this agreement that exceed the amount of $1.000.000. - , which the parties hereby agree that will be held by Seller as a total and unique indemnification for any damage that the latter may suffer from the resolution of this agreement. If within the term of 2 years counted from the date of this deed the resolutory condition referred to herein is not fulfilled, it will be considered failed for all the legal effects. FREE TRANSLATION
Resolutory Condition. (a) The sale of the Purchased Shares and the allotment and issue of the Consideration Shares are subject to the fulfillment of the following resolutory condition (within the meaning of the second paragraph of Art. 1507 of the Civil Code of Québec) (the “Resolutory Condition”): The non‐receipt by the Purchaser by 11:59 p.m. on June 30, 2018 of any of (i) the CSE Approval and (ii) the decision documents for the preliminary and final prospectus of the Purchaser (the “Prospectuses”) from the OSC, as principal regulator, evidencing the receipts of the OSC, as principal regulator and evidencing the deemed receipts of the other Securities Commissions (the “Receipts” or individually, each a “Receipt”).
Resolutory Condition. 4.1 This Agreement will automatically terminate in the event that:
Resolutory Condition. Sellers and Purchaser acknowledge and agree that it is not their intent to create a vendor’s lien, mortgage or resolutory condition in this Agreement and that, if one is created, it is hereby released, relinquished, renounced and waived.
Resolutory Condition. For each phase where there is any obligation to drill an exploratory well or xxxxx, THE CONTRACTOR shall initiate the appropriate proceedings before the Ministry of Environment in order to obtain the environmental license within the thirty (30) Calendar days following to the start of the respective phase. The breach of this obligation by THE CONTRACTOR shall terminate this contract.
Resolutory Condition. The non-occurrence of the Merger, for any reason whatsoever, including but not limited to any events out of control of the Parties, by the Drop Dead Date or the early termination of the Investment Agreement, whichever occurs first, shall be considered as a resolutory condition (condição resolutiva) of the Amendments to the Operational Agreements under Section 127 and other applicable provisions of Law No. 10,406 of January 10th, 2002 (the “Brazilian Civil Code”) (“Resolutory Condition”). In view of that, if, for any reason, the Resolutory Condition occurs, (i) all effects of the Amendments to the Operating Agreements shall be cancelled as from the Date of Effectiveness as if the Amendments to the Operational Agreements had never existed; (ii) the rights and obligations of the parties arising out of the Operational Agreements will resume ex tunc as from the Date of Effectiveness as if the Amendments to the Operational Agreements had never existed; and (iii) all of the amount corresponding to the Interest on Prepayment that would have been recognized between the Date of Effectiveness and the date the Resolutory Condition occurs, duly adjusted by the variation of the Reference Rate – TR between the original due date (without giving effect to the Amendments to the Operational Agreements) and the date the Resolutory Condition occurs, will be recognized as interest income, of which (a) 66% will be added to the prepayment balance and (b) 34% will be paid in cash by CSN to Namisa until at least three days before the deadline established by law for the payment of the corporate income taxes due by Namisa related to the Interest on Prepayment described above. The amounts to be recognized as interest income and against the prepayment balance or paid in accordance with this item shall be calculated retroactively on a monthly basis.
Resolutory Condition. The validity of this contract shall be subject to a resolutory condition which condition shall be the disapproval of this contract by any of the regulatory agencies which require said approval, including, but not limited to, the Louisiana Gaming Control Board and the Video Gaming Division of the Louisiana State Police. Furthermore, in the event that any such regulatory agency should disapprove of any of the terms and/or conditions of this contract, or in the event that any of the terms and/or conditions of this contract would otherwise adversely affect the licensure of either party hereto by any such regulatory agency, including, but not limited to, the Louisiana Gaming Control Board and the Video Gaming Division of the
Resolutory Condition. If the tangible net worth of the Company Supplies Distributors S.A., calculated as follows: Equity - goodwill - bad debt not provided for - intercompany debt - current account shareholders + intercompany credit + subordinated long term debt + current account shareholders credit is less than 2.000.000 EUR or less than 10% of the total assets, the factor has the right to take over the xxxxxxx of the debtors. Made out in duplicate at Turnhout on October 23rd, 2002. Supplies Distributors SA N.V. Fortis Commercial Finance /s/ XXXXXX XXXXXX /s/ XXXXXX XXXXXX ---------------------------- ------------------------------- Xxxxxx Xxxxxx Xxxxxx Xxxxxx Managing Director Director
Resolutory Condition. 8.1 Subject to 8.2, this Agreement will terminate (or be unwound post Completion) in the event that:
