Satisfaction and Waiver of Conditions Sample Clauses

Satisfaction and Waiver of Conditions. ‌ (a) This Contract (with the exception of this clause 3 and clauses 1, 2, 5, 6, 7.1 and 7.2, 7.4 and 7.5, 7.7 and 7.8, 7.13 and 7.14, 11.1 and 11.2, 16.1 and 16.2, 18.2 to 18.4, 20, 23, 34, 35, 36, 38, 39, 42, 43, 44, 45 and 46 is conditional upon, and does not become binding until, the satisfaction or waiver under subclause (c) of each of the conditions set out in subclause (b). (b) The conditions referred to in subclause (a) are: (i) the Principal having approved the Transition Plan. (ii) the Principal having approved the Schedule of Programs in accordance clause 7.14. (iii) the Principal having approved the Staffing. (iv) the Principal having approved the Facility Management Plan. (v) the Principal having approved the Enabling Works Plan. (vi) the Principal having approved all Contract Workers in accordance with the requirements of clause 12.2 necessary to carry out the Services as at the Services Commencement Date; (vii) the Contractor complying with subclauses 30.1 and 30.3; (viii) the Principal having received a Bank Guarantee which satisfies the requirements of clause 31.2; (ix) the Principal having received a Parent Guarantee from the Guarantor in the form set out in Schedule 4; and (x) the representations and warranties in clause 38.1 remain true and correct as at the date each other condition in this subclause (b) is satisfied or waived. (c) The conditions in subclause (b) may only be waived by the Principal notifying the Contractor of its waiver. (d) The Parties must: (i) use reasonable endeavours (other than waiver) to ensure that the conditions referred to in subclause (b) are satisfied on or before the Services Commencement Date; and (ii) keep each other informed of any circumstances which may result in any of those conditions not being satisfied in accordance with its terms.
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Satisfaction and Waiver of Conditions. The Conditions are for the benefit of the Investor[s] and will be satisfied when it is confirmed in writing by or on behalf of [the Investor][all of the Investors] that they have been met to the satisfaction of the Investor[s] or waived. [The Investors appoint the Investor Representative to confirm satisfaction or waiver of each Condition on behalf of the Investors in accordance with this clause. The Investor Representative shall provide written confirmation of satisfaction or waiver of any Condition to the other Investors when providing such confirmation to the Company, and may not waive a Condition on behalf of another Investor without the prior approval of that Investor.] Non-fulfilment: If the Conditions are not fulfilled or waived by or on behalf of the Investor[s] by the Condition Date then this agreement will be voidable by the Investor[s jointly], or the Company, giving notice in writing to the other of them, and on giving notice this agreement will have no further force or effect except for clauses 7, 8 and 9 of this agreement (which will remain in effect).
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Satisfaction and Waiver of Conditions. ‌ 6.1.1 This Contract (with the exception of this clause 6) is conditional upon, and does not become binding until, the satisfaction or waiver under clause 6.1.3 of each of the conditions set out in clause 6.1.2. 6.1.2 The conditions referred to in subclause 6.1.1 are: (a) the Contractor has procured each Guarantor to sign and deliver to the Principal a parent company guarantee in the form of Schedule 10; (b) the Principal having received a bank guarantee which satisfies the requirements of clause 14; and (c) the Contractor has complied with clause 7.
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Satisfaction and Waiver of Conditions. The Condition in paragraph 2 of Schedule 2 may be waived, in whole or in part, by the Sellers serving written notice to that effect on the Buyer. The EC Clearance Condition may not be waived. All other Conditions may only be waived, in whole or in part, by the mutual written agreement of each of the Sellers and the Buyer.
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Satisfaction and Waiver of Conditions. (a) This Agreement (with the exception of this clause 3 and clauses 1, 2.1, 5, 14, 21, 25, 26, 27, 29, 30, 31, 32 and 33 is conditional upon, and does not become binding until, the satisfaction or waiver under subclause (c) of each of the conditions set out in subclause (b). (b) The conditions referred to in subclause (a) are:
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Satisfaction and Waiver of Conditions. The conditions in clauses 19.1 and 19.3 are inserted for the sole benefit of the purchaser and may, at any time prior to this agreement being avoided, be waived by the purchaser by giving written notice of waiver to the vendor. The satisfaction of the condition in clause 19.1 shall be at the sole and absolute discretion of the purchaser. The satisfaction of the condition in clause 19.3 shall be at the sole and absolute The purchaser shall not be required to give reasons for the non-satisfaction of either condition. In consideration for the condition in clause 19.1 being inserted in this agreement for the sole benefit of the purchaser, the purchaser shall pay to the vendor the sum of $1.00 immediately upon demand being made by the vendor.
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Satisfaction and Waiver of Conditions 
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Related to Satisfaction and Waiver of Conditions

  • Waiver of conditions precedent If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Drawdown Date relative to that Advance (or such longer period as the Agent may, with the authority of the Majority Lenders, specify).

  • Waiver of Conditions The conditions to each of the parties' obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Merger of Conditions The conditions set out in §5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

  • Evidence of Compliance with Conditions Precedent The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Conditions Precedent to Effectiveness This Agreement (including the Commitments of the Lenders and the obligations of the Borrower hereunder) shall become effective if, on or before April 15, 2011, all of the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all amounts then payable by the Borrower under the Existing Credit Facility and that all commitments to make extensions of credit to the Borrower thereunder have been (or concurrently with the initial Advances will be) terminated; (b) the Administrative Agent shall have received (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, each dated a date reasonably satisfactory to the Administrative Agent and otherwise in form and substance satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Agreement and the documents contemplated hereby; (iii) A certificate signed by either the chief financial officer, principal accounting officer or treasurer of the Borrower stating that (A) the representations and warranties contained in Section 4.01 are correct on and as of the date of such certificate as though made on and as of such date and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing on the date of such certificate; and (iv) A favorable opinion of Xxxxxxx Xxxxx LLP, counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and (c) the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid (or will pay with the proceeds of the initial Credit Extensions) all fees and, to the extent billed, expenses payable by the Borrower hereunder on the Effective Date (including amounts then payable to the Joint Active Lead Arrangers and the Agents). Promptly upon the occurrence thereof, the Administrative Agent shall notify the Borrower, the Lenders and the LC Issuers as to the Effective Date.

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