Termination for Failure of Conditions Sample Clauses
The 'Termination for Failure of Conditions' clause allows a party to end the contract if certain specified conditions are not met by a set deadline. Typically, these conditions might include obtaining regulatory approvals, securing financing, or fulfilling key obligations outlined in the agreement. By providing a clear mechanism for contract termination in the event of unmet conditions, this clause protects parties from being bound to an agreement that cannot be fully performed, thereby managing risk and ensuring contractual certainty.
Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
(b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
(c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b).
(d) Neither Party may terminate this Agreement pursuant to this Section 2.5 (i) if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6)) is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied or (ii) without limiting the rights of the Parties pursuant to Section 3.8 and Section 15.2, based on the condition set forth in Section 2.3(b)(ix) not being satisfied (or capable of being satisfied) or waived.
(e) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 19.2; provided, however, that no Termination Payment shall be due hereunder arising out of any such termination and, for the avoidance of doubt, such termination shall not be an Event of Default. For the avoidance of doubt, the termination rights of the Parties in ...
Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
Termination for Failure of Conditions. (a) Subject to Section 2.5(c), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3 shall not have been satisfied or waived by Buyer (in accordance with the requirements of Section 15.6) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
(b) Subject to Section 2.5(c), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. Buyer may include such notice of termination in the notice described in Section 2.6(b).
(c) Neither Party may terminate this Agreement pursuant to this Section 2.5 if such Party’s failure to fulfill its obligations under Section 2.4 or otherwise under this Agreement is the principal reason that one or more of the conditions set forth in Section 2.3 have not been satisfied.
(d) Upon the effectiveness of any termination of this Agreement in accordance with this Section 2.5, the Parties shall have no further liabilities or obligations to each other hereunder, except liabilities or obligations that survive termination under Section 15.2; provided, however, that no Termination Payment will be due hereunder arising out of any such termination.
Termination for Failure of Conditions. If any of the Conditions are not satisfied or waived upon or prior to 31 December 2006, then:
Termination for Failure of Conditions. This Agreement shall be automatically terminated if any of the Closing Conditions shall have not been satisfied by the Long Stop Date.
Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
(b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
(c) Subject to Section 2.5(d), upon or after valid delivery or receipt of a notice described in Section 2.6(b), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other. If the terminating Party is also the Party delivering the notice described in Section 2.6(b), such Party may include such notice of termination in the notice described in Section 2.6(b).
Termination for Failure of Conditions. (a) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(a) shall not have been satisfied (or waived by Seller in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
(b) Subject to Section 2.5(d), each Party shall have the right to terminate this Agreement without liability to either Party arising out of such termination upon notice to the other if any of the conditions set forth in Section 2.3(b) shall not have been satisfied (or waived by Buyer in accordance with the requirements of Section 19.8) as of the date specified therein. Such termination right shall remain available until such condition is satisfied or waived.
Termination for Failure of Conditions. 3.5.1. At any time prior to its issuance of a Regulatory Confirmation Notice, Subscriber may terminate the Agreement without any liability whatsoever to Grid Assurance if Subscriber determines that a Required Regulatory Approval will not be obtained or, if obtained, would be subject to conditions that Subscriber or any of its Designated Transmission Owners deems unacceptable.
3.5.2. If Subscriber determines that the estimated Sparing Service Fee set forth in a valid Fee Estimate Certification, is not acceptable, Subscriber may terminate the Agreement without liability whatsoever to Grid Assurance; provided, however, that Subscriber may not terminate the Agreement pursuant to this Section 3.5.2 during any period in which a Fee Confirmation Notice from Subscriber is valid and outstanding.
3.5.3. The Agreement shall automatically terminate if Grid Assurance fails to issue an Acceptance Notice on or before the Drop Dead Date.
Termination for Failure of Conditions. If any of the Conditions remain unsatisfied or are not waived on or before the Sunset Date, ▇▇▇▇▇▇ Group or the Subscriber may terminate this Agreement by giving written notice to the other.
Termination for Failure of Conditions. The Corporation will furnish the Agent with such conformed copies of all such opinions, certificates, letters and documents mentioned in this Article as the Agent shall reasonably request. If any of the conditions specified in Section 7.01 of this Agreement with respect to a Series of Bonds shall not have been fulfilled when and as required by this Agreement, or if any of the opinions, certificates, letters or documents mentioned above or elsewhere in this Agreement with respect to such Series of Bonds shall not be in all material respects reasonably satisfactory in form and substance to the Offering Agent, this Agreement and all obligations of the Offering Agent hereunder with respect to such Series of Bonds may be cancelled by the Offering Agent. If any of the conditions specified in Section 7.02 of this Agreement with respect to a Series of Bonds shall not have been satisfied when and as required by this Agreement, or if any of the certificates, letters or documents mentioned above or elsewhere in this Agreement with respect to such Series of Bonds shall not be in all material respects reasonably satisfactory in form and substance to the Remarketing Agent, (a) if on or prior to the Initial Delivery Date for a Series of Bonds, this Agreement and all obligations of the Remarketing Agent hereunder with respect to such Series of Bonds may be cancelled by the Remarketing Agent, and (b) if after the Initial Delivery Date for a Series of Bonds, the obligation of the Remarketing Agent to remarket Beneficial Interests in such Series of Bonds may be suspended, and the Remarketing Agent may give the notice specified in Section 8.01(a) hereof with respect to such Series of Bonds. Notice of any such cancellation with respect to a Series of Bonds shall be given to the Corporation, the Trustee and the related Series Credit Bank, if any, in writing, or by telephone, telecopy (receipt confirmed by telephone) or telegraph, promptly confirmed in writing.