Non-Compliance with Conditions Precedent Sample Clauses

The Non-Compliance with Conditions Precedent clause defines the consequences if a party fails to fulfill specific requirements that must be met before a contract or obligation becomes effective. Typically, this clause outlines what happens if these conditions are not satisfied, such as delaying the start of the agreement, allowing one party to terminate the contract, or excusing the other party from performance. Its core practical function is to protect parties from being bound to obligations when essential preconditions have not been met, thereby managing risk and ensuring that all necessary criteria are satisfied before proceeding.
Non-Compliance with Conditions Precedent. (a) In the event the Conditions Precedent for Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Agreement and the Authority / PLBs shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it; (b) In the event this Agreement fails to come into effect on account of non- fulfilment of the Concessionaire’s Conditions Precedent, the Authority shall be entitled to forfeit and encash the Performance Security; (c) In the event the Conditions Precedent for the Authority / PLBs have not been satisfied within the stipulated time, then the Concessionaire shall have the option to either: (i) mutually extend the time period for satisfaction of the Conditions Precedent for the Authority / PLBs or (ii) terminate this Agreement. In the event of termination, the Authority shall pay to the Concessionaire, reasonable development costs, as determined through the mechanism enumerated below. In case of extension of time period for fulfilment of Conditions Precedent for PLBs beyond a period of 180 (One Hundred and Eighty) days from the Appointed Date, the Concession Period shall be proportionately extended for the same period. Parties hereby agree that for determination of the said development cost, the Authority may appoint a financial consultant for determining such development cost, whose determination shall be final, conclusive and binding. The Parties shall share the cost of such financial consultant. For the purpose of this clause the term “Development Cost” shall mean the reasonable cost (if any) incurred by the Concessionaire and as determined in terms above in relation to and limited to any physical development of the project site; (d) In the event this Agreement fails to come into effect on account of the non- fulfilment of the Authority / PLBs’ Conditions Precedent, the Authority shall in addition to payment of development cost in terms of sub-clause (c) above, shall return the Performance Security to the Concessionaire; provided there are no outstanding claims of the Authority on the Concessionaire. (e) Instead of terminating this Agreement as provided in this Article 2.6 , the Parties may b...
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Non-Compliance with Conditions Precedent. The PARTIES reaffirm their agreement that (a) the commencement of the effects of the present COMMITMENT, thus understood as the immediate enforceability of the obligations hereunder, is subject to full compliance with the SUSPENSIVE CONDITIONS herein established, or its waiver as provided in Clause 6.2, as applicable; and (b) once the operation of the PROJECT is initiated, if any SUSPENSIVE CONDITION is not complied with during the term of this COMMITMENT, the PARTY to whom it pertains shall have the right to waive the SUSPENSIVE CONDITION in question, pursuant to Clause 6.2, the right to unilaterally terminate this COMMITMENT, without any penalty and regardless of any formality, subject to Clauses 6.4.1 and 6.4.2 below. 6.4.1. The right to terminate the COMMITMENT pursuant to this section may not be exercised while (i) any challenge or appeal by the affected PARTY to any decision or proceeding impairing or likely to impair the maintenance of any SUSPENSIVE CONDITION is pending or (ii) any legal time limit for filing such a challenge or appeal is pending. 6.4.2. In case any of the PARTIES (by itself and/or by any companies of its economic group) proves the existence of a request made by any of its financing parties or strategic partners, demanding the rescission of the present COMMITMENT due to any fact related to the non-maintenance of any SUSPENSIVE CONDITION attributable to the opposing PARTY, under penalty of early maturity of the obligations held by it (and/or any companies in its economic group) with such fundings or strategic partners, then the PARTY shall have the right to immediately rescind this COMMITMENT without regard to the provisions of Clause 6. 4.1. In this case, none of the PARTIES will be subject to the payment of any penalty or indemnification as a result of the rescission of this AGREEMENT.
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Non-Compliance with Conditions Precedent. (a) If Grantor ULB does not fulfil the preconditions specified in Clause 3.1, then the Term of this Concession Agreement shall be extended by the same number of days as are taken by Grantor ULB to fulfil the preconditions specified in Clause 3.1, and the Concessionaire shall not be liable for the delay in implementation of the Project, and the consequent delay in achievement of the Operations Date, (b) If the Concessionaire does not fulfil the preconditions specified in Clause 3.2 then Grantor ULB shall have the option of either (i) extending the time period for satisfaction of the conditions precedent by the Concessionaire by another [●] months; or (ii) terminating this Concession Agreement. If the Grantor ULB in its sole discretion decides to extend the time period for satisfaction of the condition precedent, the Concessionaire shall have no right to any payments of Tipping Fee for the days for which the extension has been granted. Provided, however, that in the event that the Concessionaire is unable to fulfil the condition precedents within the extended time period, Grantor ULB may invoke the Performance Guarantee and Terminate the Agreement. (c) The Parties may decide to waive the penalties imposed under Clause 3.3(b) above and extend the period of compliance for fulfilment of the condition precedent by mutual consent.
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Non-Compliance with Conditions Precedent. It is agreed that, if the above preconditions on part of either of the parties are not met within two (02) months from the date of execution of this agreement, then the other party shall have the option of either: (i) extending the time period for satisfaction of the conditions precedent by another two (2) months or (ii) terminate this Agreement, in which event the Party which has not met the pre-condition shall pay the other party an amount equivalent to the first year royalty quoted by the selected bidder in his financial bid accepted by EDMC.
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Non-Compliance with Conditions Precedent. It is agreed that, if the above preconditions on part of either of the parties not met within two (02) months from the date of execution of this Agreement, then other party shall have the option of either: (i) extending the time period for satisfaction of the conditions precedent by another two
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Non-Compliance with Conditions Precedent 
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Related to Non-Compliance with Conditions Precedent

  • Evidence of Compliance with Conditions Precedent The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

  • Compliance with Conditions All of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document required to be complied with and performed by Seller on or prior to the Closing Date shall have been duly complied with and performed in all material respects.

  • 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.

  • 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:

  • 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.