Satisfaction and Waiver of Conditions Clause Samples
The Satisfaction and Waiver of Conditions clause outlines the requirements that must be met or formally waived before a contract or transaction can proceed to completion. In practice, this clause specifies which party is responsible for confirming that all stipulated conditions—such as regulatory approvals, financing, or due diligence—have been fulfilled, and it allows for the possibility that a party may choose to waive certain conditions if they are not strictly necessary. Its core function is to provide a clear mechanism for determining when contractual obligations are ready to be performed, thereby reducing uncertainty and preventing disputes over unmet or outstanding conditions.
Satisfaction and Waiver of Conditions. (a) This Contract (with the exception of this clause 3 and clauses 1, 2, 5, 6, 7.1 and 7.2, 7.4 and 7.5, 7.7 and 7.8, 7.13 and 7.14, 11.1 and 11.2, 16.1 and 16.2, 18.2 to 18.4, 20, 23, 34, 35, 36, 38, 39, 42, 43, 44, 45 and 46 is conditional upon, and does not become binding until, the satisfaction or waiver under subclause (c) of each of the conditions set out in subclause (b).
(b) The conditions referred to in subclause (a) are:
(i) the Principal having approved the Transition Plan.
(ii) the Principal having approved the Schedule of Programs in accordance clause 7.14.
(iii) the Principal having approved the Staffing.
(iv) the Principal having approved the Facility Management Plan.
(v) the Principal having approved the Enabling Works Plan.
(vi) the Principal having approved all Contract Workers in accordance with the requirements of clause 12.2 necessary to carry out the Services as at the Services Commencement Date;
(vii) the Contractor complying with subclauses 30.1 and 30.3;
(viii) the Principal having received a Bank Guarantee which satisfies the requirements of clause 31.2;
(ix) the Principal having received a Parent Guarantee from the Guarantor in the form set out in Schedule 4; and
(x) the representations and warranties in clause 38.1 remain true and correct as at the date each other condition in this subclause (b) is satisfied or waived.
(c) The conditions in subclause (b) may only be waived by the Principal notifying the Contractor of its waiver.
(d) The Parties must:
(i) use reasonable endeavours (other than waiver) to ensure that the conditions referred to in subclause (b) are satisfied on or before the Services Commencement Date; and
(ii) keep each other informed of any circumstances which may result in any of those conditions not being satisfied in accordance with its terms.
Satisfaction and Waiver of Conditions. The Condition in paragraph 2 of Schedule 2 may be waived, in whole or in part, by the Sellers serving written notice to that effect on the Buyer. The EC Clearance Condition may not be waived. All other Conditions may only be waived, in whole or in part, by the mutual written agreement of each of the Sellers and the Buyer.
Satisfaction and Waiver of Conditions. (a) This Agreement (with the exception of this clause 3 and clauses 1, 2.1, 5, 14, 21, 25, 26, 27, 29, 30, 31, 32 and 33 is conditional upon, and does not become binding until, the satisfaction or waiver under subclause (c) of each of the conditions set out in subclause (b).
(b) The conditions referred to in subclause (a) are:
Satisfaction and Waiver of Conditions.
6.1.1 This Contract (with the exception of this clause 6) is conditional upon, and does not become binding until, the satisfaction or waiver under clause 6.1.3 of each of the conditions set out in clause 6.1.2.
6.1.2 The conditions referred to in subclause 6.1.1 are:
(a) the Contractor has procured each Guarantor to sign and deliver to the Principal a parent company guarantee in the form of Schedule 10;
(b) the Principal having received a bank guarantee which satisfies the requirements of clause 14; and
(c) the Contractor has complied with clause 7.
Satisfaction and Waiver of Conditions. The Conditions are for the benefit of the Investor[s] and will be satisfied when it is confirmed in writing by or on behalf of [the Investor][all of the Investors] that they have been met to the satisfaction of the Investor[s] or waived. [The Investors appoint the Investor Representative to confirm satisfaction or waiver of each Condition on behalf of the Investors in accordance with this clause. The Investor Representative shall provide written confirmation of satisfaction or waiver of any Condition to the other Investors when providing such confirmation to the Company, and may not waive a Condition on behalf of another Investor without the prior approval of that Investor.] Non-fulfilment: If the Conditions are not fulfilled or waived by or on behalf of the Investor[s] by the Condition Date then this agreement will be voidable by the Investor[s jointly], or the Company, giving notice in writing to the other of them, and on giving notice this agreement will have no further force or effect except for clauses 7, 8 and 9 of this agreement (which will remain in effect).
Satisfaction and Waiver of Conditions. The conditions in clauses 19.1 and 19.3 are inserted for the sole benefit of the purchaser and may, at any time prior to this agreement being avoided, be waived by the purchaser by giving written notice of waiver to the vendor. The satisfaction of the condition in clause 19.1 shall be at the sole and absolute discretion of the purchaser. The satisfaction of the condition in clause 19.3 shall be at the sole and absolute The purchaser shall not be required to give reasons for the non-satisfaction of either condition. In consideration for the condition in clause 19.1 being inserted in this agreement for the sole benefit of the purchaser, the purchaser shall pay to the vendor the sum of $1.00 immediately upon demand being made by the vendor.
Satisfaction and Waiver of Conditions