Notice of Satisfaction or Failure of Conditions Sample Clauses

Notice of Satisfaction or Failure of Conditions. (a) Seller shall provide prompt notice to Buyer of the satisfaction or waiver (in accordance with the requirements of Section 19.8) of the last of the conditions set forth in Section 2.3(a) to be satisfied or waived (such notice, the “Seller Conditions Precedent Notice”), and Buyer shall provide prompt notice to Seller of the satisfaction or waiver (in accordance with the requirements of Section 19.8) of the last of the conditions set forth in Section 2.3(b) to be satisfied or waived (such notice, the “Buyer Conditions Precedent Notice”), but in no event shall such notice be provided later than five (5) Business Days after the occurrence of the satisfaction or waiver of the last of the conditions set forth in Section 2.3(a) or Section 2.3(b), as applicable. (b) Seller shall give prompt notice to Buyer in the event that a condition set forth in Section 2.3(a), and Buyer shall give prompt notice to Seller in the event that a condition set forth in Section 2.3(b), cannot be satisfied and will not be waived by such notifying Party. The notifying Party shall specify in such notice the condition that cannot be satisfied and will not be waived by the notifying Party. (c) Each Party shall keep the other reasonably apprised of its progress with respect to satisfaction of the conditions of such Party hereunder.
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Notice of Satisfaction or Failure of Conditions. (a) Buyer shall provide prompt notice to Seller of the satisfaction or waiver (in accordance with the requirements of Section 15.6) of the last of the conditions set forth in Section 2.3 to be satisfied or waived, but in no event shall such notice be provided later than five
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Notice of Satisfaction or Failure of Conditions. (a) Buyer shall provide prompt notice to Seller of the satisfaction or waiver (in accordance with the requirements of Section 15.6) of the last of the conditions set forth in Section 2.3 to be satisfied or waived (such notice, the “Buyer Conditions Precedent Notice”), but in no event shall such notice be provided later than five (5) Business Days after the occurrence of the satisfaction or waiver of the last of the conditions set forth in Section 2.3. (b) Buyer shall give prompt notice to Seller in the event that a condition set forth in Section 2.3 cannot be satisfied and will not be waived by Buyer. Buyer shall specify in such notice the condition that cannot be satisfied and will not be waived. (c) Buyer shall keep Seller reasonably apprised of its progress with respect to satisfaction of the conditions of Buyer hereunder.
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Related to Notice of Satisfaction or Failure of Conditions

  • Failure of Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 7.1 to be satisfied to excuse performance by such party of its obligations under this Agreement if such failure was caused by such party’s failure to act in good faith and in a manner consistent with the terms of this Agreement.

  • Failure of Condition If the conditions set forth in Section 12(a) (Conditions to Obligations of Seller) or the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied or waived on or before the Closing Date by the party entitled to waive such condition, either party may, provided that such party is not then in material default under this Agreement, extend the Closing Date for a period not to exceed fifteen (15) days to allow such conditions set forth in Sections 12(a) (Conditions to Obligations of Seller) and 12(b) (Conditions to Obligations of Purchaser) to be satisfied, it being agreed that the inability of either party to satisfy a condition to Closing prior to the initial Closing Date shall not be considered a default by the party failing to satisfy such condition unless such inability results from the breach of such party’s express obligations hereunder, provided, however, that in no event shall Purchaser have the right to extend the Closing Date if Purchaser fails to satisfy the condition in Section 12(a)(ii) that Purchaser pay the Purchase Price on the scheduled Closing Date. If the conditions set forth in Section 12(a) (Conditions to Obligations of Seller) are not satisfied by the expiration of such 15-day period or if neither party elects such an extension, either party may terminate this Agreement by written notice to the other, and Seller shall, subject to Section 24(a) and Section 24(b), be entitled to the Deposit and/or to pursue its remedies set forth in Section 24(a) (Purchaser Defaults) hereof. If the conditions set forth in Section 12(b) (Conditions to Obligations of Purchaser) are not satisfied by the expiration of such 15-day period or if either party does not elect such extension, either party may terminate this Agreement by written notice to the other, and Purchaser shall, subject to Section 24(a), be entitled to receive a return of the Deposit.

  • 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.

  • Failure to Satisfy Conditions If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.