Common use of Non-Satisfaction/Waiver Clause in Contracts

Non-Satisfaction/Waiver. 12.3.1 Each Party shall promptly give notice to the other Party of the satisfaction, non satisfaction or waiver of any of the Commencement Conditions above within two (2) Business Days of becoming aware of the same. 12.3.2 Subject to Legal Requirements, the Commencement Conditions set out in Clauses 12.1.1, 12.1.3, 12.1.4, 12.1.6, 12.1.11, and 12.1.12 are for the sole benefit of AF and may be waived only by AF (in whole or in part) at any time by giving notice to KL. Subject to Legal Requirements, the Commencement Conditions set out in Clauses 12.1.2, 12.1.5 and 12.1.13 are for the sole benefit of KL and may only be waived by KL (in whole or in part) at any time by giving notice to AF. The Commencement Conditions in Clauses 12.1.7 (in the absence of a decision from the EU Commission or a decision declaring that the Combination is incompatible with the common market), 12.1.8, 12.1.9 and 12.1.10 cannot be waived by any of the Parties. The Commencement Condition in Clause 12.1.7 (except in the absence of a decision from the EU Commission or in the case of a decision declaring that the Combination is incompatible with the common market) is for the benefit of both Parties and can only be waived jointly by AF and KL, provided that the consequences of any conditions or undertakings from the EU Commission shall (i) not affect the Exchange Offer Ratio and (ii) be allocated between the Parties in a fair and reasonable manner.