Conditions Precedent not met Clause Samples

Conditions Precedent not met. (a) If: (i) there is a breach or non-fulfilment of a Condition Precedent which is not waived in accordance with this agreement; (ii) there is an act, failure to act, event or occurrence which will prevent a Condition Precedent being satisfied by the date specified in clause 3.1 for its satisfaction (and the breach or non-fulfilment of the Condition Precedent which would otherwise occur has not already been waived in accordance with this agreement), or (iii) if it becomes probable that the Scheme will not become Effective by the Sunset Date, Papillon and B2Gold must consult in good faith with a view to: (iv) consider and if agreed, determine whether the Scheme or a transaction that results in B2Gold having beneficial ownership of all of the Papillon Shares may proceed by way of alternative means or methods; (v) consider and if agreed, extend the time or date for satisfaction of the relevant Condition Precedent or the Sunset Date; or (vi) consider and if agreed, change the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed to in writing by Papillon and B2Gold (being a date no later than five Business Days before the Sunset Date). (b) If Papillon and B2Gold are unable to reach agreement under clause 3.8(a) within the Required Consultation Period, either Papillon or B2Gold may, provided that Condition Precedent is for the benefit of that party, terminate this agreement by notice in writing to the other without incurring any liability to the other party because of that termination (other than under clause 11 if applicable), unless the relevant occurrence or the breach or non-fulfilment of the Condition Precedent arises out of a breach of clauses 3.3 or 3.4 by the terminating party. (c) Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination (including by virtue of clause 8.4), on termination of this agreement, no party shall have any rights against or obligations to any other party under this agreement except for those rights and obligations which accrued prior to termination. (d) If the Condition Precedent in clause 3.1(b)(i) is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeti...
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Conditions Precedent not met. In the event that any of the requirements under Sections 3.1 through 3.5 have not been satisfied by December 29, 2000, then either party may terminate this Agreement and the Loan Documents by providing written notice of termination. Upon delivery of written notice, this Agreement and the Loan Documents shall automatically terminate and become null and void. In such event, each party shall bear their own costs and expenses and have no further obligation whatsover to the other party.
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Conditions Precedent not met. If: (a) there is a non-fulfilment of a Condition Precedent which is not waived in accordance with this deed by the time or date specified in this deed for the satisfaction of the Condition Precedent; (b) there is an act, failure to act or occurrence which will prevent a Condition Precedent being satisfied by the time or date specified in this deed for the satisfaction of the Condition Precedent (and the non-fulfilment which would otherwise occur has not already been waived in accordance with this deed); or (c) it becomes more likely than not that the Share Scheme or Option Scheme will not become Effective by the End Date, the parties must consult in good faith with a view to: (d) considering and if agreed, determining whether the Transaction may proceed by way of alternative means or methods; (e) considering and if agreed, extending the time or date for satisfaction of the relevant Condition Precedent or the End Date (as applicable); or (f) considering and if agreed, changing the date of application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Share Scheme and/or the Option Scheme or adjourning that application to another date agreed to in writing by the parties (being a date no later than five Business Days before the End Date). Scheme Implementation Deed DMS:YXG: 5412447Legal/83374955_3
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Conditions Precedent not met. If: (a) there is a non-fulfilment of a Condition Precedent which is not waived in accordance with this deed by the time or date specified in this deed for the satisfaction of the Condition Precedent; (b) there is an act, failure to act or occurrence which will prevent a Condition Precedent being satisfied by the time or date specified in this deed for the satisfaction of the Condition Precedent (and the non-fulfilment which would otherwise occur has not already been waived in accordance with this deed); or (c) the Scheme has not become effective by the End Date, the parties must consult in good faith with a view to determine whether: (a) the Scheme may proceed by way of alternative means or methods; (b) to extend the relevant time for satisfaction of the Condition Precedent or to adjourn or change the date of an application to the Court; or (c) to extend the End Date.
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Conditions Precedent not met. (a) If any of the conditions precedent contained in clause 2.1 is not satisfied or waived by the date specified in this Agreement for its satisfaction, or if the Schemes of Arrangement are not Effective by the End Date, then the parties will consult in good faith: (i) with a view to determining whether the Transaction, or a transaction which results in Entrée having beneficial ownership of all PacMag Shares and PacMag Options and Non-Scheme Options may proceed by way of alternative means or methods; or (ii) to extend the date for satisfaction of the relevant condition precedent or the End Date or adjourn or change the date of an application to the Court, and agree a course of action that achieves either (i) or (ii) above. (b) If the parties are unable to reach agreement under clause 2.5(a) within 5 Business Days after the relevant date, then unless that condition is waived in accordance with clause 2.2, any party may terminate this Agreement without any liability to the other party by reason of that termination alone unless the relevant occurrence or the failure of the condition precedent to be satisfied, or of the Schemes of Arrangement to become Effective, arises out of a breach by the terminating party of this Agreement.
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Conditions Precedent not met. In the event that any of the requirements under Sections 3.1 through 3.3 have not been satisfied by January 29, 2001, or if the requirements under Section 3.4 and 3.5 have not been satisfied by February 8, 2001, then Lender will not be obligated to advance any funds, other than the Initial Loan, to Borrower under the Loan Documents.
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Conditions Precedent not met. Notwithstanding anything to the contrary contained in the Loan Documents, Lender will not be obligated to advance any funds, including the Initial Loan, to Borrower until the requirements under Sections 3.1 through 3.3 have been satisfied.
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Conditions Precedent not met. (a) Subject to clause 4.3(b), if any condition precedent contained in clause 4.1 is not satisfied or waived by the earlier of the date specified in this Deed for its satisfaction or 5.00 pm on the last Business Day before the Second Court Date, then the parties will at each of those times consult in good faith: (i) with a view to determining whether the Scheme may proceed by way of an alternative approach and, if so, to agree on the terms of such an alternative approach; or (ii) to agree to extend the date for satisfaction of the relevant condition precedent or to adjourn or change the date of an application to the Court. (b) If the condition precedent contained in clause 4.1(f) (DRDGold Sale of Emperor ▇▇▇▇▇▇): (i) is not satisfied or waived (in accordance with clause 4.2) by the date specified in this Deed for its satisfaction; or (ii) becomes incapable of being satisfied as a result of ▇▇▇▇▇▇▇ notifying Emperor in writing that ▇▇▇▇▇▇▇ is unable, or in DRDGold’s opinion is likely to be unable, to sell down all of its Emperor ▇▇▇▇▇▇ at a price or in a manner which is or will be commercially acceptable to DRDGold, then Emperor ▇▇▇ at any time after such event terminate this Deed. (c) If the parties are unable to reach agreement under clause 4.3(a) by: (i) in the case of clause 4.1(u) (Due Diligence on Intrepid) or clause 4.1(t) (Due Diligence on Emperor), 5.00pm on the 10th Business Day after the Due Diligence Satisfaction Date; or (ii) in the case of all other Conditions Precedent other than clause 4.1(f) (DRDGold Sale of Emperor ▇▇▇▇▇▇) which is dealt with by clause 4.3(b) above, 8.00 am on the Second Court Date, then unless that condition is waived in accordance with clause 4.2, a party entitled to the benefit of that condition may (subject to clause 4.4(b)) terminate this Deed. (d) A party may not terminate this Deed pursuant to clause 4.3(c) if the relevant condition has not been satisfied as a result of: (i) a breach of this Deed by that party; or (ii) a deliberate act or omission of that party or by an entity controlled by that party which either alone or together with other circumstances prevents that condition being satisfied. (e) Termination of this Deed under clause 4.3(a) does not affect any accrued rights of either party arising from any breach of this Deed prior to termination. Each of Emperor and Intrepid (as applicable) must use its best endeavours to procure that each of the Conditions Precedent is satisfied as soon as practicable after th...
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Conditions Precedent not met. (a) If any of the Conditions Precedent are not satisfied or waived by the date specified in this agreement for its satisfaction (or an event occurs that would prevent a Conditions Precedent being satisfied by that date) or the Scheme has not become Effective by the End Date, then the parties must consult in good faith with a view to determining whether: (i) the Scheme, or a transaction that results in Bidder RE acquiring all of the Target Units, may proceed by way of alternative means; (ii) to extend the relevant time for satisfaction of the Condition Precedent; or (iii) to extend the End Date. (b) If the parties are unable to reach agreement under clause 2.8(a) within five Business Days, then unless the relevant Condition Precedent is waived in accordance with this clause 2, either party may terminate this agreement without any liability to the other party by reason of that termination alone, but without limiting either party's rights in respect of a breach of this agreement before its termination. (c) A party will not be entitled to terminate this agreement pursuant to this clause 2.8 if the relevant Condition Precedent has not been satisfied or agreement cannot be reached as a result of: (i) in the case of Target RE, a breach of this agreement by Target RE or a deliberate act or omission of Target RE; or (ii) in the case of Bidder RE, a breach of this agreement by the Bidder RE or a deliberate act or omission of Bidder RE.
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Related to Conditions Precedent not met

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent to the initial Advance by any Lender have been satisfied: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Consolidated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (b) Nothing shall have come to the attention of the Lenders during the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Company and its Consolidated Subsidiaries as they shall have reasonably requested as a basis for making its decision to enter into its commitment hereunder. (c) All governmental and third party consents and approvals necessary in connection with the transactions by the Company contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The Company shall have notified the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued fees and expenses of the Agent and the Lenders (including the invoiced accrued fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes) in sufficient copies for each Lender: (i) The Revolving Credit Notes of the Company to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes to be delivered by it, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes to be delivered by it. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes to be delivered by it and the other documents to be delivered by it hereunder. (iv) A favorable opinion of Nicholas J. Camera, General Counsel of the Compa▇▇, ▇▇▇ ▇▇ ▇leary, Gottlieb, Steen & Hamilton, counsel for the Company, substan▇▇▇▇▇y in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. (h) The termination of the commitments of the Lenders and the payment in full of all Debt outstanding under the bilateral credit agreements and other confirmed lines of credit listed on Schedule 3.01(h).

  • Conditions Precedent This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

  • Conditions Precedent to All Purchases (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

  • CONDITIONS PRECEDENT TO LOAN The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to: (a) the representations and warranties in clause 4 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Event of Default or Default having occurred and continuing at the time of the Effective Date.