Effect of Termination for Failure of Conditions Precedent Sample Clauses

Effect of Termination for Failure of Conditions Precedent. If either Party terminates this Agreement as a result of the conditions set forth in Section 3.1 not being satisfied, neither Party shall have any further obligation under this Agreement to the other Party, except that a Party shall remain liable to the other Party for any damages incurred as a result of a breach by a Party of its representations, warranties or obligations hereunder occurring prior to such termination. In addition, if this Agreement is terminated by Vitol as a result of Coffeyville’s failure to satisfy the conditions set forth in Section 3.2, then Coffeyville shall reimburse Vitol for all reasonable legal fees and out-of-pocket expenses and costs that it incurred in connection with the drafting, execution and delivery of this Agreement; provided that, such legal fees shall be at normal billing rates and shall not exceed $100,000. ARTICLE 4
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Effect of Termination for Failure of Conditions Precedent. If this Agreement is terminated for failure to fulfill the Conditions Precedent to Closing and neither Party is in breach, then all rights and obligations of the Parties under this Agreement will terminate other than the obligation to cooperate in preparing, executing and recording such documents as may be necessary or desirable to reflect the termination of this Agreement. Within 10 days of such termination, TCDA will instruct the Escrow Agent to return the ▇▇▇▇▇▇▇ Money, less the non-refundable portion. If a Party is in breach on the termination date, then the rights and remedies accruing to the other Party under this Agreement resulting from of such breach will survive termination of this Agreement.
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Effect of Termination for Failure of Conditions Precedent. If the Agreement is terminated for failure of satisfaction of the conditions precedent, and such failure is not the result of a breach of this Agreement by either Party, then the obligations of the Parties to each other under this Agreement shall terminate. In the case of termination pursuant to this Section 1.8.6, DOSO shall be responsible for any degradation of the environmental or other condition of the Property caused by DOSO, or the activities of DOSO’s contractors or agents, on the Property prior to Closing.
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Effect of Termination for Failure of Conditions Precedent. (a) MSCG shall not be obligated to refund to Premcor the Commitment Fee that Premcor paid to it on November 29, 2002 if either Party terminates this Agreement pursuant to Section 2.1 or 2.2. (b) If either Party terminates this Agreement pursuant to Section 2.1 or 2.2, neither Party shall have any further obligation under this Agreement to the other Party except that a Party shall remain liable to the other Party for any damages incurred as a result of a breach by a Party of its representations, warranties or obligations hereunder occurring prior to such termination.
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Effect of Termination for Failure of Conditions Precedent. If this Agreement is terminated for failure of fulfillment of the conditions precedent to Closing and neither Party is in default under this Agreement, then all rights and obligations of the Parties under this Agreement shall terminate on the Final Termination Date other than the obligation to cooperate in preparing, executing and recording such documents as may be necessary or desirable to reflect the termination of this Agreement in the real property records of Multnomah County. If a Party is in default under this Agreement on the Final Termination Date, then the rights and remedies accruing to the other Party under this Agreement as a result of such default shall survive termination of this Agreement.
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Related to Effect of Termination for Failure of Conditions Precedent

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.

  • Conditions Precedent to Effective Date This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have been satisfied) (or waived by the Required Lenders): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and the other Loan Documents signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include .pdf or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) [Reserved.] (c) [Reserved.] (d) The Administrative Agent shall have received on or before the Effective Date, one or more certificates of the Borrower signed by a Responsible Officer: (i) Certifying that no Default or Event of Default shall have occurred or would occur and be continuing on the Effective Date; (ii) Certifying that the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except where such representations and warranties expressly relate to the Closing Date, in which case such representations and warranties shall not be required to be made on the Effective Date); and (iii) Enclosing: (A) Copies of the Borrower’s charter and by-laws, certified in each instance by its Secretary, Assistant Secretary or any other Responsible Officer of the Borrower; and (B) Copies of the resolutions or similar authorizing documentation of the governing body of the Borrower authorizing the execution and delivery of the Loan Documents, certified by its Secretary or Assistant Secretary or any other Responsible Officer of the Borrower. (e) The Administrative Agent shall have received on or before the Effective Date, each dated on or, as applicable, prior to such date: (i) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Borrower; (ii) A customary certificate of the Secretary, Assistant Secretary or another Responsible Officer of the Borrower certifying the names and true signatures of the Borrower’s officers authorized to sign this Agreement and the other documents to be delivered by the Borrower hereunder; and (iii) A favorable opinion letter of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion. (f) The Administrative Agent shall have received a copy, certified by the Borrower and signed by a Responsible Officer as true and complete, of: (i) the Agreed Form of Scheme Press Announcement; and (ii) the executed Transaction Agreement. (g) The Administrative Agent shall have received, at least 3 Business Days prior to the Effective Date, so long as requested no less than 10 Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case relating to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date in writing promptly upon such conditions precedent being satisfied (or waived by the Required Lenders), and such notice shall be conclusive, binding and final.

  • Additional Conditions Precedent No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.