Non-Fulfillment of Conditions Clause Samples

Non-Fulfillment of Conditions. If any condition specified in Section 5 (other than Sections 5(c), 5(h) (other than arising out of the Company's failure to respond to the NASD's reasonable request for information or reasonable assurances from the Company) and 5(i)(3)) shall not have been fulfilled when and as required to be fulfilled, this Agreement, or in the case of any condition to the purchase of the Option Unit, on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Units, may be terminated by the Representative by notice to the Company at any time prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Section 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

Non-Fulfillment of Conditions. (a) This Agreement may be terminated at any time prior to the Closing: (i) by mutual written consent of Buyer and Seller; or (ii) by Buyer by written notice to Seller if any of the conditions set forth in Section 6.1 hereof shall not have been fulfilled on or prior to the Closing and shall not have been waived in writing by Buyer, subject to the right of Seller to delay the Closing for not more than thirty (30) days in order to satisfy such conditions; or November 1, 1995 40 (iii) by Seller by written notice to Buyer if any of the conditions set forth in Section 6.2 hereof shall not have been fulfilled on or prior to the Closing and shall not have been waived in writing by Seller subject to the right of Buyer to delay the Closing for not more than thirty (30) days in order to satisfy such conditions; or (iv) by either Seller or Buyer, by written notice to the other, if the Closing has not occurred, for any reason whatsoever, on or before December 31, 1995. (b) If this Agreement is terminated by Buyer pursuant to Section 6.3(a)(ii) or (iv) hereof, or by Buyer and Seller pursuant to Section 6.3(a)(i) hereof, all further obligations of the parties hereunder shall terminate, except that the obligations contained in this Section 6.3(b), Sections 9.8 and 9.9, the second sentence of Section 5.2, and Section 5.20 shall survive said termination, and nothing herein will eliminate the right of Buyer to seek the remedy of specific performance. (c) If this Agreement is terminated by Seller pursuant to Section 6.3(a)(iii) or (iv) hereof, or by Buyer and Seller pursuant to Section 6.3(a)(i) hereof, all further obligations of the parties hereunder shall terminate, except that the obligations contained in this Section 6.3(c), Sections 9.8 and 9.9, the second sentence of Section 5.2, and Section 5.20 shall survive said termination, and nothing herein will eliminate the right of Seller to seek damages or other remedies for breach of this Agreement.

Non-Fulfillment of Conditions. If any of the conditions specified in Section 4.1 shall not have been fulfilled by the Expiration Date, the Company shall, at the Company’s election, be relieved of all further obligations under this Agreement, without thereby waiving any other rights it may have by reason of such non-fulfillment.

Non-Fulfillment of Conditions. If any of the conditions specified in Section 6.1 shall not have been fulfilled by November 15, 2011 (the “Expiration Date”), you shall be relieved of all further obligations under this Agreement, and the Escrow Agent shall promptly return to you the Escrow Deposit, without interest or deduction.

Non-Fulfillment of Conditions. With respect to a particular Aircraft, but no others, if any condition to Seller's obligation to sell said Aircraft in Section 8.2 hereof has not been materially and substantially satisfied by the applicable delivery date, unless waived by Seller or extended by agreement of the parties provided that nothing herein shall limit Seller's right to terminate as provided under Section 9.2(e) below.

Non-Fulfillment of Conditions. If either Vendor or Purchaser fails to deliver any item that is required by Sections 5.1 or 5.2 at the Time of Closing but the other party elects to sign and close this Agreement, then the party so electing to sign and close this Agreement may not make a claim for indemnification or otherwise based upon the other party's failure to deliver any item required by Sections 5.1 or 5.2.

Non-Fulfillment of Conditions. In recognition of the Sellers expending considerable time, resource and effort in connection with the transactions contemplated hereby, in the event that the Sellers terminate the Agreement under Sections 10.1(a)(iii), (iv) or (vi) on or prior to the Long Stop Date, then the Buyer hereby covenants to pay on demand to the Sellers the sum of US$750,000.

Non-Fulfillment of Conditions. If any of the conditions contained in Article 8 hereof shall not be fulfilled or performed by the Closing Date or such other later date mutually agreed upon by the parties and such condition is contained in: (a) Section 7.1 hereof, any of the parties hereto may terminate this Agreement by written notice to the other parties; (b) Section 7.2 hereof, the Acquiror may terminate this Agreement by written notice to BYND, Fundingco and the BYND Shareholders; or (c) Section 7.3 hereof, BYND, Fundingco and the BYND Shareholders may terminate this Agreement by written notice to Acquiror. If this Agreement is terminated as aforesaid, the party terminating this Agreement shall be released from all obligations under this Agreement, all rights of specific performance against such party shall terminate and, unless such party can show that the condition or conditions the non-performance of which has caused such party to terminate this Agreement were reasonably capable of being performed by the other party, then the other party shall also be released from all obligations hereunder, including those provided for under Section 13.2 and further provided that any of such conditions may be waived in full or in part by either of the parties without prejudice to its rights of termination in the event of the non-fulfillment or non-performance of any other condition.

Non-Fulfillment of Conditions. If any of the conditions referred to in Sections 5.1 or 5.2 shall not be fully satisfied at or before the Closing, then the party for whose benefit such condition has been included in this Agreement may, at its option, either: a) complete the transactions contemplated by this Agreement, in which event such party shall be deemed to have waived such condition; or b) elect not to complete the transactions contemplated by this Agreement.