Satisfaction of the Conditions Precedent. (a) Tasmanian Irrigation is under no obligation of any kind to procure the fulfilment of the Conditions Precedent.
(b) If the Conditions Precedent are not fulfilled, Tasmanian Irrigation will not under any circumstances lose its right to rely on the termination of this agreement under clause 2.3(a) or 2.3(b).
Satisfaction of the Conditions Precedent. Notwithstanding Article 1179 of the Civil Code, the fulfilment of the Conditions Precedent shall have no retroactive effect.
Satisfaction of the Conditions Precedent. (a) Each of the Parties hereby undertakes to the other Parties to use its reasonable endeavors to fulfil all the conditions set out in Clause 5.1 on or prior to October 30, 2009.
(b) If any of the applicable conditions set out in Clause 5.1 shall not have been fulfilled (or waived or modified by the Purchaser, FEEL or the Company, as the case may be) on or prior to October 30, 2009, the Purchaser (in the case of the conditions set out in Clause 5.1(a)), or FEEL or the Company (in the case of the conditions set out in Clause 5.1(b)) shall be entitled to (i) terminate this Agreement, (ii) without prejudice to any other rights of the Parties, effect the Completion so far as practicable having regard to the defaults which have occurred, or (iii) fix a new day for the Completion.
(c) In the event of termination of this Agreement by the Purchaser, FEEL or the Company, as the case may be, pursuant to this Clause 5.2, no Party shall have any claim against any other Party save for fraud or any wilful breach of this Agreement occurring prior to termination.
Satisfaction of the Conditions Precedent. The Parties shall exercise good faith and due diligence in satisfying the conditions precedent set forth above and the Authority shall give prompt notice to the other Parties when the foregoing conditions precedent have been satisfied or waived in writing by all the Parties.
Satisfaction of the Conditions Precedent. 4.9.1. The Sellers shall make best endeavours to cause the Company to obtain the prior consent of IRDA for the consummation of the transactions contemplated in this Agreement and the Other Share Purchase Agreements for the sale of the shares of the Company (to the extent applicable) and to give full effect to the terms of this Agreement and the Transaction Documents, and the Purchasers agree to execute and deliver to the Company all such documents / information and to take all such actions as may be relevant for seeking approval from IRDA.
4.9.2. The Company and the Sellers hereby agree to execute and deliver to the Purchaser Representatives all such documents / information as may be required by Competition Commission of India for approving the transactions contemplated under this Agreement.
4.9.3. The Parties shall make best endeavours to ensure that the Conditions Precedent are fulfilled within a period of 4 (four) months from the Original Agreement Date (CP Completion Date). However, in the event that (i) any of the Conditions Precedent is not fulfilled by the CP Completion Date, the Purchaser Representatives may, at their sole discretion, extend the CP Completion Date for a period of 4 (four) months (First Extended Long Stop Date); (ii) any of the Conditions Precedent is still not fulfilled by the First Extended Long Stop Date, the Purchaser Representatives may, at their sole discretion, extend the First Extended Long Stop for a further period of 1 (one) month (Second Extended Long Stop Date). Provided that, upon occurrence of a ‘Title Event’ (as defined under the Restated Indemnity Agreement) on or prior to the Second Extended Long Stop Date, the Purchaser Representatives may, at their sole discretion, extend the Second Extended Long Stop Date for a further period of 3 (three) months (Third Extended Long Stop Date).
4.9.4. If any of the Conditions Precedent (except the Conditions Precedents mentioned in Clause 4.1(E) (Conditions Precedent to be fulfilled for In-specie Distribution by the Holdco, the Holdco Promoters and Snowdrop)) are not fulfilled or waived by the Long Stop Date, the (i) Purchaser Representatives, (ii) Holdco Promoters and the Sellers (jointly, and not individually); may:
(a) mutually decide to: (X) extend the Long Stop Date; or (Y) in the event, Conditions Precedent under Clause 4.1A(a) and Clause 4.1A(o) and 4.1C(a), have been fulfilled, proceed to First Closing; or
(b) individually decide to terminate this Agreement, in which case...
Satisfaction of the Conditions Precedent. 3.4.1 The Conditions Precedent mentioned in Articles 3.1(i), 3.1(ii) and 3.1(iv) of the Agreement are for the mutual benefit of the Parties, who can only waive them together; it being however specified, for the avoidance of doubt, that the Condition Precedent mentioned in Article 3.1(iv) can be exercised by either the Seller or the Purchaser, who can terminate this Agreement only if the event or act constituting a Company Material Adverse Event becomes known to him during the period between the date hereof and the Completion Date.
3.4.2 The Condition Precedent mentioned in Article 3.1(iii) of the Agreement is for the sole benefit of the Seller, who can, if this Condition Precedent is not satisfied, either terminate this Agreement or waive it and require the Purchaser to acquire the Transferred Shares if the other Conditions Precedent are satisfied or waived on the Completion Date; it being understood that if the Seller has not notified by 31 July 2015 to the Purchaser or the Parent that the Condition Precedent provided in Article 3.1(iii) is not or cannot be satisfied and that the Seller terminates the Agreement, then this Condition Precedent shall be deemed irrevocably waived by the Seller and the Seller will not be authorised to terminate this Agreement pursuant to this Condition Precedent mentioned in Article 3.1(iii) at any time between 1 August 2015 and the Completion Date.
Satisfaction of the Conditions Precedent. For the avoidance of doubt, Purchaser shall satisfy or cause satisfaction of conditions set out in Section 4.2 and 4.1(d) (with respect to International Registry lien reports) and Seller shall satisfy or cause satisfaction of conditions set out in Section 4.1 provided that the Seller shall satisfy or cause satisfaction of the condition set out in Section 4.1(d) only with respect to local lien reports.
Satisfaction of the Conditions Precedent. (a) Each Party hereby undertakes to the other Parties to use its reasonable endeavours to fulfil all the conditions set out in Clause 4.1 on or prior to the Long Stop Date.
(b) Upon the completion of the conditions set out in Clause 4.1(a)(vii) and Clause 4.1(a)(viii), the Company shall issue a notice (“Completion Notice”) to PEDCO confirming the satisfaction of such conditions and that it is not aware of (a) any breach of the conditions set out in Clause 4.1(a)(i) and Clause 4.1(a)(ii), and (b) any reason that the conditions in Clause 4.1(a)(iii), Clause 4.1(a)(iv), Clause 4.1(a)(v), Clause 4.1(a)(vi), and Clause 4.1(a)(ix) cannot be satisfied on the Completion Date.
(c) If (i) any of the applicable conditions set out in Clause 4.1 shall not have been fulfilled (or waived or modified by PEDCO or the Company and Sixth Energy, as the case may be) on or prior to the Long Stop Date, PEDCO (in the case of the conditions set out in Clause 4.1(a)), or the Company and Sixth Energy (in the case of the conditions set out in Clause 4.1(b)), shall be entitled to (i) terminate this Agreement, (ii) without prejudice to any other rights of the Parties, effect the Completion so far as practicable having regard to the defaults which have occurred, or (iii) agree on a new date for the Completion (“Extended Long Stop Date”).
(d) If the Company objected to the Expert Decision under Clause 3.3(b)(iv)(4), and PEDCO and the Company are not able to agree to the Target Production Volume during the Relevant Period within thirty (30) calendar days from the date of such written objection from the Company, Sixth Energy and the Company shall have the right to terminate this Agreement by notice in writing to PEDCO.
(e) In the event of termination of this Agreement by PEDCO or the Company and Sixth Energy, as the case may be, pursuant to this Clause 4.2, no Party shall have any claim against the other Parties save for fraud or any wilful breach of this Agreement occurring prior to termination.
Satisfaction of the Conditions Precedent. (a) Unless otherwise specified, the Operator and the Authority shall satisfy or procure the satisfaction of the Conditions Precedent that it is responsible for, within 90 days from the date of this Agreement (the Scheduled CP Satisfaction Date).
(b) If any Party fails to satisfy any Condition Precedent that it is required to fulfil by the Scheduled CP Satisfaction Date due to:
(i) a Force Majeure Event;
(ii) a Change in Law;
(iii) in case of the Operator, undue delay by the relevant Government Authority in granting any Operator Applicable Permit, despite the Operator having applied for such Operator Applicable Permit within the specified timelines, on payment of the prescribed fees and having complied with the requirements of Applicable Laws in making such application; or
(iv) delay by the other Party in fulfilling any Condition Precedent required to be satisfied by them or in performing any other obligation under this Agreement, which impacts its ability to satisfy its Conditions Precedent, then the Scheduled CP Satisfaction Date for the affected Party without prejudice to its rights and remedies and subject to Clause 4.3 and 4.4 herein below, shall be extended on a day-for-day basis for the period of such delay.
(c) Each Party shall cooperate and use its reasonable efforts to assist the other Party in satisfying its Conditions Precedent.
Satisfaction of the Conditions Precedent. (a) Each of the Parties hereby undertakes to the other Parties to use its reasonable endeavors to fulfil all the conditions set out in Clauses 5.1(a) and (b) on or prior to March 15, 2010.
(b) If any of the applicable conditions set out in Clause 5.1(a) and (b) shall not have been fulfilled (or waived or modified by the Purchaser, FEEL or the Company, as the case may be) on or prior to March 15, 2010, the Purchaser (in the case of the conditions set out in Clause 5.1(a)), or FEEL or the Company (in the case of the conditions set out in Clause 5.1(b)) shall be entitled to (i) terminate this Agreement, (ii) without prejudice to any other rights of the Parties, effect the Completion so far as practicable having regard to the defaults which have occurred, or (iii) fix a new day for the Completion.
(c) In the event of termination of this Agreement by the Purchaser, FEEL or the Company, as the case may be, pursuant to this Clause 5.2, no Party shall have any claim against any other Party save for fraud or any wilful breach of this Agreement occurring prior to termination.
