Resolutory Condition Clause Samples

Resolutory Condition. Sellers and Purchaser acknowledge and agree that it is not their intent to create a vendor’s lien, mortgage or resolutory condition in this Agreement and that, if one is created, it is hereby released, relinquished, renounced and waived.

Resolutory Condition. Without prejudice to the above, the effects of the exclusive license to use the HPT Know How regulated under this contract will be automatically resolved without the need for any requirement or notification between the Parties in the following cases: (i) if one (1) year has passed since the date of signing this contract without NOMADAR having been able to meet the initial standards required by the SEC for its listing as a publicly traded company on NASDAQ, and (ii) at any time after NOMADAR’s listing on NASDAQ if NOMADAR fails to meet the continuous requirements or standards to maintain its listing on that stock market and causes its delisting as a publicly traded company on NASDAQ. Upon termination of the contract for any reason, the Licensee will cease using the HPT Know How and must comply with the provisions of the NINTH clause regarding the confidentiality obligation. Termination of the contract due to the expiration of its term will not generate any right to compensation or indemnification in favor of either party, except as provided for in the event of breach in the following TENTH Clause.

Resolutory Condition. If the tangible net worth of the Company Supplies Distributors S.A., calculated as follows:

Resolutory Condition. Section 2.2 (a) of the Share Purchase Agreement is hereby amended and replaced with the following:

Resolutory Condition. For each phase where there is any obligation to drill an exploratory well or ▇▇▇▇▇, THE CONTRACTOR shall initiate the appropriate proceedings before the Ministry of Environment in order to obtain the environmental license within the thirty (30) Calendar days following to the start of the respective phase. The breach of this obligation by THE CONTRACTOR shall terminate this contract.

Resolutory Condition. The non-occurrence of the Merger, for any reason whatsoever, including but not limited to any events out of control of the Parties, by the Drop Dead Date or the early termination of the Investment Agreement, whichever occurs first, shall be considered as a resolutory condition (condição resolutiva) of the Amendments to the Operational Agreements under Section 127 and other applicable provisions of Law No. 10,406 of January 10th, 2002 (the “Brazilian Civil Code”) (“Resolutory Condition”). In view of that, if, for any reason, the Resolutory Condition occurs, (i) all effects of the Amendments to the Operating Agreements shall be cancelled as from the Date of Effectiveness as if the Amendments to the Operational Agreements had never existed; (ii) the rights and obligations of the parties arising out of the Operational Agreements will resume ex tunc as from the Date of Effectiveness as if the Amendments to the Operational Agreements had never existed; and (iii) all of the amount corresponding to the Interest on Prepayment that would have been recognized between the Date of Effectiveness and the date the Resolutory Condition occurs, duly adjusted by the variation of the Reference Rate – TR between the original due date (without giving effect to the Amendments to the Operational Agreements) and the date the Resolutory Condition occurs, will be recognized as interest income, of which (a) 66% will be added to the prepayment balance and (b) 34% will be paid in cash by CSN to Namisa until at least three days before the deadline established by law for the payment of the corporate income taxes due by Namisa related to the Interest on Prepayment described above. The amounts to be recognized as interest income and against the prepayment balance or paid in accordance with this item shall be calculated retroactively on a monthly basis. 1.1.4.1. In view of the above, upon the occurrence of the Resolutory Condition, all Parties further agree to adopt all the procedures and take all the measures necessary in order to assure that the Interest on Prepayment will be reinstated, on a retroactive basis, from December 12, 2014. TEXT_SP/9283989v1/7474/36 1.1.4.2. For purposes of item (iii) of Section 1.1.4, the “Reference Rate – TR” means the official reference rate issued by the Central Bank of Brazil, based on bank deposit certificates and receipts (CDB/RDB), encompassing multiple banks with commercial or investment portfolios, commercial banks, investment banks and savings banks,...

Resolutory Condition. 8.1 Subject to 8.2, this Agreement will terminate (or be unwound post Completion) in the event that: 8.1.1 the Emperor Share Sale Agreement does not become unconditional prior to the Second Cut Off Date (“the Resolutory Condition”); or 8.1.2 the parties agree in writing that the Resolutory Condition is incapable of being satisfied on or before the Second Cut Off Date. 8.2 The Resolutory Condition is for the benefit of DRDGOLD and may be waived by notice from the Board of directors of DRDGOLD to DRD(Offshore) within 3 (three) Business Days of the Board of becoming aware of the events set out in 8.1.1 and 8. 8.3 If this Agreement terminates under clause 8.1, then: 8.3.1 each party is released from its obligations to further perform its obligations under this Agreement except those expressed to survive termination; 8.3.2 the parties each undertakes to execute or procure all such deeds and documents and do all such things as may be required to place each party in the position, or as close as possible thereto, as it was in prior to entering into this Agreement; 8.3.3 each party retains the rights it has against the others in respect of any breach of this Agreement occurring before termination; and 8.3.4 the rights and obligations of each party under each of clauses 9, 11 and 12 will continue independently from the other obligations of the parties and survive termination of this Agreement.

Resolutory Condition. The parties agree that in the event of any of the following circumstances (each, the or a "Resolutory Condition"): (a) The failure to obtain CESCE's authorisation to amend the CESCE Santander Financing Agreement and/or the failure to sign the novation agreement amending the aforementioned CESCE Santander Financing Agreement to include the terms provided for in this Framework Agreement, in accordance with the provisions of Clause 6.1 previous; or (b) the failure of any of the Funding Entities identified in Annex I to adhere to this Framework Agreement before or on the date provided for (and under the terms provided) in Clause 6.2; or (c) the failure of any of the Borrowers and/or Guarantors identified in Annex I to adhere to this Framework Agreement before or on the date provided for (and under the terms provided) in Clause 6.3; or (d) the occurrence of any cause of non-compliance with any of the Financing Agreements, or with any of the contracts that regulate the Working Capital Lines, provided that such non-compliance has not been remedied by the corresponding Accredited in due time and form or dispensed with by the affected Financing Entity (and without prejudice to whether or not the latter has declared the early maturity of the Financing Agreement in question), the commitments assumed by the parties under this Framework Agreement and, in particular, those assumed by the Funding Entities under the provisions of the Clauses 3.1 and 4, will cease to apply immediately and the Framework Agreement will be automatically terminated. For the purposes set forth in this Clause, the Borrowers and the Financing Entities undertake to notify the rest of the Financing Entities/Accredited Entities of the occurrence of any of the Resolution Conditions within a period of no less than five (5) working days from its occurrence.

Resolutory Condition. The parties agree that this agreement and the total payment of each one of the indicated price installments referred to in letters b) and c) of clause fifth above will be subject to the negative resolutory condition, which consist that this agreement will be terminated if Buyer does not obtain the legal authorization from the “Dirección General de Aguas” and the pertinent “Junta de Vigilancia” to establish a right compensation system, which allows to capture the water corresponding to the rights individualized in previous clause first in any basin upstream like ▇▇▇▇▇▇, ▇▇▇▇▇▇ or other, directly compensating Copiapó River.. In the case the condition is verified, Lumina shall be entitle to ask the resolution of this agreement and the parties in that case shall return mutually what shall correspond to each other with the exception of Seller right to keep as unique indemnification for any damage the amount of $1.000.000. - dollars that is paid hereby in the way stated in letter a) clause fifth above. Therefore, Seller will have to return any amount had received as a consequence of this agreement that exceed the amount of $1.000.000. - , which the parties hereby agree that will be held by Seller as a total and unique indemnification for any damage that the latter may suffer from the resolution of this agreement. If within the term of 2 years counted from the date of this deed the resolutory condition referred to herein is not fulfilled, it will be considered failed for all the legal effects. FREE TRANSLATION 8.1 In case Buyer delays the payment of any installment set forth in clause five above, the Seller shall provide written notice to the Buyer who in turn shall have the term of 30 business days to complete such payment. 8.2 If the term mentioned in the former paragraph is elapsed and the Buyer does not pay any of the installments set forth in clause five above, this contract will be terminated immediately, in the way stated by article 1879 of the Chilean Civil Code. Moreover, if Buyer, at any time shows his willingness to stop paying such installments, Seller shall only be authorized to claim the resolution of this agreement. In both cases, Seller shall have the right to keep, as a unique indemnification, every amount received prior to such claim. For purposes hereof, the parties hereby agree that all the damages that Seller may suffer due to the lack of payment of one or more installments described in clause five above and due to the resolution of this purc...