Common use of Termination Where Conditions Precedent Not Completed Clause in Contracts

Termination Where Conditions Precedent Not Completed. If this § 3.4 is specified in Section B of Part I (Individual Terms), the following shall apply: (a) If, by the Conditions Precedent Longstop Date, the Seller has not fulfilled all of the Seller Conditions (or the Buyer has not waived all of the Seller Conditions not fulfilled) and the Buyer has not fulfilled all of the Buyer Conditions (or the Seller has not waived all of the Buyer Conditions not fulfilled), either Party may forthwith terminate this Agreement without any liability of either Party. (b) If, by the Conditions Precedent Longstop Date, the Seller has fulfilled all of the Seller Conditions, but the Buyer has not fulfilled all of the Buyer Conditions, and the Seller has not waived all of the Buyer Conditions not fulfilled, then the Seller may: (i) unless § 3.4(b)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement without any liability of either Party; or (ii) if this § 3.4(b)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement and the Buyer shall pay the Seller the Conditions Precedent Termination Amount no later than one (1) month after receipt of the notice of termination. (c) If, by the Conditions Precedent Longstop Date, the Buyer has fulfilled all of the Buyer Conditions, but the Seller has not fulfilled all of the Seller Conditions, and the Buyer has not waived all of the Seller Conditions not fulfilled, then the Buyer may: (i) unless § 3.4(c)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement without any liability of either Party; or (ii) if this § 3.4(c)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement and the Seller shall pay the Buyer the Conditions Precedent Termination Amount no later than one (1) month after receipt of the notice of termination.

Termination Where Conditions Precedent Not Completed. If this § 3.4 is specified in Section B of Part I (Individual Terms), the following shall apply: (a) If, by the Conditions Precedent Longstop Date, the Seller has not fulfilled all of the Seller Sellers Conditions (or the Buyer has not waived all of the Seller Sellers Conditions not fulfilled) and the Buyer has not fulfilled all of the Buyer Buyers Conditions (or the Seller has not waived all of the Buyer Buyers Conditions not fulfilled), either Party may forthwith terminate this Agreement without any liability of either to the other Party. (b) If, by the Conditions Precedent Longstop Date, the Seller has fulfilled all of the Seller Sellers Conditions, but the Buyer has not fulfilled all of the Buyer Conditions, and the Seller has not waived all of the Buyer Conditions not fulfilled, then the Seller may: (i) unless § 3.4(b)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement without any liability of either Party; or (ii) if this § 3.4(b)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement and the Buyer shall pay the Seller the Conditions Precedent Termination Amount no later than one (1) month after receipt of the notice of termination. (c) If, by the Conditions Precedent Longstop Date, the Buyer has fulfilled all of the Buyer Conditions, but the Seller has not fulfilled all of the Seller Conditions, and the Buyer has not waived all of the Seller Conditions not fulfilled, then the Buyer may: (i) unless § 3.4(c)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement without any liability of either Party; or (ii) if this § 3.4(c)(ii) has been specified in Section B of Part I (Individual Terms), terminate this Agreement and the Seller shall pay the Buyer the Conditions Precedent Termination Amount no later than one (1) month after receipt of the notice of termination.