Satisfaction or Waiver. If Seller and Buyer proceed with the Closing as specified in ARTICLE IX, all conditions of Closing shall be deemed to have been satisfied or waived and neither of the parties shall have any liability whatsoever to the other arising out of, resulting from, or attributable to any such condition of Closing, irrespective of whether such conditions of Closing were in fact satisfied or waived. Nothing contained in this Section 8.03 shall be a waiver or release of any breach of a representation or warranty contained in this Agreement.
Satisfaction or Waiver. Any determination made by the ---------------------- Board of Directors of Parent on behalf of such party hereto prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.8 shall be conclusive. -----------
Satisfaction or Waiver. Each of the conditions set forth in this Article 5 may be waived in whole or in part by notice in writing from the Party in whose favour such condition was given to the other Party.
Satisfaction or Waiver. If a condition set out in Section 14.1 or Section 14.2 has not been satisfied or waived in writing by the applicable Party by the Condition Date or another date agreed by the Parties acting reasonably, this Agreement will be null and void and thereafter neither Party will have any further obligation to the other Party with respect to the subject matter of this Agreement.
Satisfaction or Waiver. 4.2.1 The Sellers shall satisfy or procure the satisfaction of the Conditions Precedent set out in paragraphs 1, 2 and 3 of Part A of Schedule 2 (Conditions Precedent) as soon as possible, and shall notify the Purchaser in writing immediately upon satisfaction of such Conditions Precedent. For the avoidance of doubt, the Sellers shall be deemed to have satisfied the Condition Precedent set out in paragraph 2.2(xi) of Part A of Schedule 2 (Conditions Precedent) if the Sellers have used best efforts to satisfy such Condition Precedent. The Sellers shall use best efforts to satisfy or procure the satisfaction of paragraph 4 of Part A of Schedule 2 (Conditions Precedent) as soon as possible, and shall notify the Purchaser in writing as soon as possible upon any event constituting non-satisfaction of the Condition Precedent set forth in paragraph 4 of Part A of Schedule 2 (Conditions Precedent).
4.2.2 The Sellers shall disclose to the Purchaser in writing anything that will or may prevent the Condition Precedent set out in paragraph 3 (Warranties) of Part A of Schedule 2 (Conditions Precedent) from being satisfied on the Completion Date as soon as it comes to either or both of the Sellers’ attention.
4.2.3 The Purchaser shall satisfy or procure the satisfaction of the Condition Precedent set out in Part B of Schedule 2 (Conditions Precedent).
4.2.4 The Purchaser and the Sellers shall use reasonable efforts to satisfy or procure the satisfaction of the Condition Precedent set out in paragraph 1 (Competition consents) of Part C of Schedule 2 (Conditions Precedent) as soon as practicable. The Sellers, on the one hand, and the Purchaser, on the other hand, shall keep each other timely appraised of the status of any communications with, and any inquiries or requests for additional information from, the Competition Authorities, and shall comply promptly with any such inquiry or request. Neither party shall agree to participate in any meeting with any Competition Authority in respect of any such filings, investigation or other inquiries unless it consults with the other party in advance, and to the extent permitted by such Competition Authority, gives the other party the opportunity to attend and participate thereat. For the avoidance of doubt, nothing in this Clause 4.2.4 shall be construed as requiring the Purchaser or any of its Affiliates to divest or hold separate assets, terminate or modify existing business relationships, or take any other such steps to the ext...
Satisfaction or Waiver. Purchaser may waive any of the above contingencies at any time by written notice to Seller and Closing Agent. Except for the Seller’s Representations contingency set forth at subsection 6(a)(iv), a contingency shall be deemed satisfied or waived if Purchaser does not give written notice of the failure of the contingency on or before the last day of the Review Period, including any mutually agreed extensions thereof.
Satisfaction or Waiver. (a) Both Parties must use reasonable efforts to cause the Conditions to be met in a timely manner and otherwise in accordance with the terms of this MOA.
(b) The Conditions in clauses 5.1(a), 5.1(c), 5.1(e) and 5.1(f) can only be waived by the Purchaser, at its absolute discretion. The Condition in clause 5.1(d) can only be waived by the Vendor, at its absolute discretion. The other Conditions are for the benefit of both Parties and may only be waived in writing by both Parties in their absolute discretion.
(c) Each Party agrees to promptly inform the other Party of all material matters and information that comes into the possession of the first mentioned Party in relation to the status of the Conditions and progress towards satisfaction of the Conditions.
(d) If the Conditions have not been satisfied or waived by the end of the Exclusivity Period, or such other date agreed by the Parties, either Party may terminate this MOA by notice in writing to the other Party in which case this MOA will be at an end and the Parties will be released from their obligations under this MOA, other than in respect of any breaches that occurred prior to termination (which shall survive termination).
(e) Each Party agrees if the Conditions are not satisfied, the Initial Payment of USD50,000 will not be refunded.
Satisfaction or Waiver. Unless otherwise agreed in writing, the conditions set out in section 3.01 are for the sole benefit of the University. The University shall use commercially reasonable efforts to satisfy the conditions set out in section 3.01. The University may unilaterally waive or confirm satisfaction of these conditions by giving a notice to such effect to the Students’ Union and the GSA on or before the Condition Day. If such a notice has not been given on or before the Condition Day, then this Agreement is terminated, effective on the day following the Condition Day.
Satisfaction or Waiver. (a) Service Provider may waive the condition precedent set out in clause 2.1 by Notice to User.
(b) Service Provider must provide User with Notice as soon as reasonably practicable after the condition precedent set out in clause 2.1 has been satisfied.
Satisfaction or Waiver. Wherever in this Agreement the terms "satisfaction" or "waiver" is used, it shall be deemed to mean "satisfaction (with respect to any covenant of a party to this Agreement, by the obligated party)" or "waiver (by the benefited party)."
