Non-fulfilment of Conditions Precedent Clause Samples
The Non-fulfilment of Conditions Precedent clause defines the consequences if certain agreed-upon conditions are not met before a contract or transaction becomes effective. Typically, this clause outlines what happens if one or more parties fail to satisfy required approvals, deliver necessary documents, or complete specific actions by a set deadline. Its core function is to provide a clear mechanism for parties to exit or renegotiate the agreement if essential preconditions are not fulfilled, thereby managing risk and ensuring that obligations only arise when all prerequisites are satisfied.
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Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been fulfilled 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 ADCL shall not be liable in any manner whatsoever to the Concessionaire or Persons claiming through or under it.
(b) In the event that possession of the Site has been delivered to the Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon the termination of this Agreement pursuant to clause 3.5 (a) above, the Site shall immediately revert to the Authority, free and clear from any Encumbrances and along with all Easementary Rights, irrespective of any outstanding mutual claims between the Parties and the Concessionaire and the Persons, claiming through or under it, shall immediately remove itself from the Project Site, without any demur or delay.
(c) In the event this Agreement is terminated due to non-fulfilment of the Concessionaire’s Conditions Precedent and the same is not due to Authority’s default or Force Majeure event, Authority shall retain the Project Development Fee, Six Months Advance Lease Rental Deposit and forfeit Performance Security as damages.
(d) In the event this Agreement is terminated due to non-fulfilment of the Authority’s Conditions Precedent, the Authority shall upon such termination return/refund in full the Performance Security along with Six Months Advance Lease Rental Deposit received from the Concessionaire, without any interest, provided there are no outstanding claims of the Authority on the Concessionaire, unless such Authority’s failure to fulfil its Conditions Precedent is a result of the Concessionaire’s default.
(e) Without prejudice to the foregoing, the Parties may, instead of terminating the Agreement, extend the time for fulfilling the Conditions Precedent by mutual Agreement.
(f) In case of any delays in getting Applicable Permits or approvals for construction and execution of the Project due and attributable to the concerned Government Authority and provided such delay is not due to any default or negligence or omission on the part of the Concessionaire or Persons claiming through or under it, there may be a commensurate extension of the Conditions Preceden...
Non-fulfilment of Conditions Precedent. If any of the Conditions Precedent remain outstanding on an Aircraft’s Scheduled Delivery Date and are not waived or deferred in writing by China Eastern or, as the case may be, Airbus, the relevant provisions of Clause 7.2 shall apply.
Non-fulfilment of Conditions Precedent. If the resolutions of the shareholders of the Company necessary to give effect to the transaction recorded herein are not passed by such shareholders in general meeting, or any of the other conditions precedent in clause 3.1 is not fulfilled, by 15 June 2005, the Company undertakes to offer to enter into a new Subscription Agreement with BSCM Clients, on the same or similar terms as this Agreement, save that the Subscription Price will be equivalent to a 10% (ten percent) discount to the volume weighted average traded price of the Shares over the 30 (thirty) trading days prior to signing of the new subscription agreement, which signing will take place within 7 (seven) days of such general meeting or such non-fulfilment and a circular requesting the Company’s shareholder approval to such subscription will be dispatched within 14 (fourteen) days thereafter or as soon as possible after any regulatory approvals required to be obtained are obtained.
Non-fulfilment of Conditions Precedent. If any of the Conditions Precedent, to the extent not waived by the Investor in writing, are not fulfilled to the satisfaction of the Investor on or before the Long Stop Date or any such Conditions Precedent becomes incapable of being satisfied (unless they have been waived by the Investor in writing), this Agreement shall thereupon terminate and no Party hereto shall be entitled to make any claim against any other Party. Provided that the provisions of Clauses 8 (representations warranties and indemnity), 21.7 and 21.8 (announcements), 25 (notice), 26 (arbitration), 27 (governing law and jurisdiction)] shall survive the termination of this Agreement pursuant to this Clause.
Non-fulfilment of Conditions Precedent. Subject to the grace periods set out in Schedule 4 and Schedule 5, if any of the Conditions Precedent remain outstanding as at the Scheduled Delivery Date (subject to the expiration of any applicable grace periods set out in such Schedules) and are not either satisfied or irrevocably waived or deferred in writing by the Seller or, as the case may be, the Buyer, the Seller (in the case of the non-fulfilment of a Seller Condition Precedent) or the Buyer (in the case of the non-fulfilment of a Buyer Condition Precedent) shall by notice to the other party be entitled to terminate its obligation to sell or, as the case may be, purchase the Aircraft. The Buyer and the Seller acknowledge that, pursuant to and in accordance with the terms set out in the Buyback Support Agreement, an Aircraft may be replaced with a Substitute Aircraft (as defined in the Buyback Support Agreement) and, if any such substitution were to occur, the abovementioned Conditions Precedent shall be deemed to apply to the Substitute Aircraft in place of the Aircraft.
Non-fulfilment of Conditions Precedent. In the event that any of the conditions set forth in Articles 3.1.1, 3.1.2 or 3.1.3 have not been fulfilled within 3 months from the date of this Agreement, or such later date as may be mutually agreed by the Parties, the JVC (in case of non- fulfilment of any of the AAI Conditions Precedent), the AAI (in case of non- fulfilment of any of the JVC Conditions Precedent) and any of the Parties (in case of non-fulfilment of Common Conditions Precedent) may terminate this Agreement. Provided however that in the event this Agreement is terminated by AAI for non- fulfilment of the JVC Conditions Precedent, the AAI shall be entitled to encash the Bid Bond/ Performance Bond (as the case may be). Provided further that upon any such termination, each Party shall return to the other Party, any monies (other than the termination payments mentioned above) received from such Party prior to such termination. Neither Party shall be entitled to terminate this Agreement for non-fulfillment of the JVC Conditions Precedent, or the AAI Conditions Precedent, or the Common Conditions Precedent, as the case may be, to the extent that such non-fulfillment is the result and/or consequence of an event of Force Majeure.
Non-fulfilment of Conditions Precedent. (a) In the event the Conditions Precedent for a Party have not been satisfied within the stipulated time and DMA has not waived, fully or partially, such conditions relating to the Developer, 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 DMA shall not be liable in any manner whatsoever to the Developer or Persons claiming through or under it.
Non-fulfilment of Conditions Precedent. 4.5.1 In the event of non-fulfilment of any of the conditions precedent specified in Clause 4.1 and 4.2 above for reasons other than for as a result of breach of this Agreement by any Party or due to Force Majeure, any such conditions precedent may be waived or the time period for satisfaction of such Conditions Precedent may be extended, though only through the mutual consent of both Parties in writing.
Non-fulfilment of Conditions Precedent. If the Vendor is unable to fulfill its condition precedent, the Purchaser shall be entitled to elect to terminate the CSPA, by giving a notice of termination. If any of the conditions precedent is not fulfilled by the Purchaser, the Vendor shall be entitled to elect to terminate the CSPA, by giving a notice of termination and the Purchaser shall pay to the Vendor liquidated ascertained damage (“ LAD”) of not more than 200% of the Purchase Consideration) as compensation Upon such termination by either party above, the CSPA shall be rendered null and void and neither party shall have any claim whatsoever against the other arising from the CSPA, save for antecedent breach, if any.
Non-fulfilment of Conditions Precedent a. In the event that any of the Conditions Precedents relating to the Project Company have not been fulfilled within 180 (One Hundred and Eighty) days of the signing of this Agreement and also, the Authority has not waived them fully or partially, 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 Authority shall not be liable in any manner whatsoever to the Project Company or persons claiming through or under it.
b. In the event the Authority has terminated this Agreement under Article 3.4 (a) due to non-fulfilment of Conditions Precedent by the Project Company, the Authority shall not be liable in any manner whatsoever to the Project Company or its contractors, agents and employees and the Authority shall forfeit the Performance Security of the Project Company.
c. Instead of terminating this Agreement as provided in paragraph (a) above or as the case may be, the Parties may extend the time for fulfilling the Conditions Precedent by mutual agreement.