Failure to Meet All Conditions Precedent. If the Conditions Precedent set forth in Sections 2.4(a)(ii) and (iii) are not satisfied or waived in writing by both Parties on or before one hundred and eighty (180) days from the date on which Buyer files an advice letter submitting this Agreement to the CPUC, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party. Neither Party shall have any obligation or liability to the other, including for a Termination Payment or otherwise, by reason of such termination.
Failure to Meet All Conditions Precedent. If each Condition Precedent is not satisfied or waived in writing by both Parties on or before one hundred eighty (180) days from the date on which Buyer files this Agreement for CPUC Approval, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party.
Failure to Meet All Conditions Precedent. If the Conditions Precedent set forth in Sections 2.4(a)(ii) and (iii) are not satisfied or waived in writing by both Parties on or before one hundred and eighty (180) days from the date on which Buyer files an advice letter submitting this Agreement to the CPUC, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party. Neither Party shall have any obligation or liability to the other, including for a Termination Payment or otherwise, by reason of such termination. Term . The term shall commence upon the satisfaction of the Conditions Precedent set forth in Section 2.4(a) of this Agreement and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Section 2.4(b), Section 5.2 or Section 11 of this Agreement (the “Term”); provided that this Agreement shall thereafter remain in effect (i) until the Parties have fulfilled all obligations with respect to the Transaction, including payment in full of amounts due for the Products delivered prior to the end of the Term, the Settlement Amount, or other damages (whether directly or indirectly such as through set-off or netting) and the undrawn portion of the Project Development Security or Delivery Term Security, as applicable, is released and/or returned as applicable (the “Satisfaction Date”) or (ii) in accordance with the survival provisions set forth in subpart (b) below. Notwithstanding anything to the contrary in this Agreement, (i) all rights under Section 10.5 (Indemnities) and any other indemnity rights shall survive the Satisfaction Date or the end of the Term (whichever is later) for an additional twelve (12) months; (ii) all rights and obligations under Section 10.7 (Confidentiality) shall survive the Satisfaction Date or the end of the Term (whichever is later) for an additional two (2) years; and (iii) the right of first offer in Section 11.1 (b) shall survive the Satisfaction Date for two (2) years.
Failure to Meet All Conditions Precedent. If the Condition Precedent set forth in Section 2.4(a)(ii) is waived by Buyer prior to or at execution of this Agreement but is not satisfied or further waived in writing by Buyer on or before one hundred and eighty (180) days from the execution date of this Agreement, then either Party may terminate this Agreement effective upon receipt of Notice by Seller. Neither Party shall have any obligation or liability to the other, including for a Termination Payment or otherwise, by reason of such termination.
Failure to Meet All Conditions Precedent. If the Conditions Precedent set forth in Sections 2.4(a)(ii) through (iv) are not satisfied or waived in writing by both Parties on or before July 9, 2010, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party, which Notice must be received on or before August 10, 2010. Neither Party shall have any obligation or liability to the other, including for a Termination Payment or otherwise, by reason of such termination, and Buyer shall promptly return the Project Development Security Seller has delivered to Buyer to Seller. Upon satisfaction or waiver of all Conditions Precedent, each Party agrees to provide a reasonable written acknowledgement of same to the other Party if so requested in writing.
Failure to Meet All Conditions Precedent. If the Conditions Precedent set forth in Section 2.1.1 are not satisfied or waived in writing by both Parties on or before April 1, 2013, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party. Neither Party shall have any obligation or liability to the other, including for a Termination Payment or otherwise, by reason of such termination.
Failure to Meet All Conditions Precedent. If each Condition Precedent is not satisfied or waived in writing by both Parties on or before January 21, 2008, except as such date may be extended on a day-for-day basis for each day that the Xxxxxx Radar Issue remains unresolved past the Xxxxxx Radar Baseline Date (as confirmed in writing by Seller), then either Party may terminate this Agreement effective upon receipt of Notice by the other Party.
Failure to Meet All Conditions Precedent. If each Condition Precedent is not satisfied or waived in writing by both Parties on or before March 31, 2009, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party.
Failure to Meet All Conditions Precedent. If the Conditions Precedent are not satisfied or waived in writing by PacifiCorp on or before two hundred forty (240) days from the date on which PacifiCorp files this Agreement for CPUC Approval, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party. Neither Party shall have any obligation or liability to the other, including for a Termination Payment or otherwise, by reason of such termination.
Failure to Meet All Conditions Precedent. If each Condition Precedent is not satisfied or waived in writing by both Parties on or before two hundred forty (240) days from the date on which Buyer files this Agreement for CPUC Approval, then either Party may terminate this Agreement effective upon receipt of Notice by the other Party. Neither Party shall have any obligation or liability to the other, including for a Termination Payment, by reason of such termination. Buyer shall use commercially reasonable efforts to file the Agreement for CPUC Approval within sixty (60) days of execution by the Agreement by both Parties; provided that Seller (a) provides all documentation, data, or certifications reasonably requested by Buyer, which Buyer determines are needed to comply with the CPUC’s then-current advice letter filing requirements, and (b) does not take any action to cause Buyer to delay such filing.
