Non-satisfaction. 2.4.1 If any of the conditions precedent in Clause 2.1 shall not have been satisfied in full on or before the later of the Commencement Date and the expiry of the 14 day period mentioned in Clause 2.1.6, this Agreement (except Clause 2.4.2) shall lapse and neither party shall have any liability to the other under or in respect of it, save in respect of a pre-existing breach of any of Clauses 2, 4, 5, 7, 8 and 9.
Non-satisfaction. 4.3.1 Each Party shall have the right to terminate this Agreement, by written notice to the other Party on or prior to the Closing Date, in each of the following circumstances:
Non-satisfaction. 4.4.1 If any of the conditions in Clause 4.1 is not satisfied or waived by the Buyer on or before 11 September, 2007 or such other date as the parties may agree or the Buyer becomes aware of any fact that would prevent any of the conditions in Clause 4.1 from being satisfied, the Buyer may, in its sole discretion, terminate this Agreement and no party shall have any claim against any other under it, save for any claim arising from any antecedent breach (including breach of any undertaking contained in Clause 4.3.1).
Non-satisfaction. If the Conditions are not satisfied or waived on or before the Long Stop Date, this Agreement shall lapse and no party shall have any claim against any other under it, save with respect to any antecedent rights arising hereunder.
Non-satisfaction. If any Condition Precedent is not satisfied or waived on or before the Relevant Date or such later period of time as the Purchaser and the Vendor may agree in writing, then, save as otherwise expressly provided, this Agreement shall terminate and no party shall have any claim against the other party under it. The provisions of Clauses 1, 10.1, 10.3, 11.1, 11.2, 11.3, 11.4, 11.8, 11.9, 11.10 and 11.13 shall survive any termination of this Agreement and the rights and liabilities of the parties which have accrued before termination or in relation to these Clauses shall survive termination.
Non-satisfaction. If the condition precedent in Clause 2.1 shall not have been satisfied in full in relation to a Station on or before the Collateral Commencement Date, this Agreement shall lapse in relation to that Station and neither party shall have any liability to the other under or in respect of it.
Non-satisfaction. 7.2 If the condition mentioned in clause 7.1 (or any other conditions inserted in this Agreement (if any)) are not fulfilled (or extended or waived by the Vendor) by the required date for fulfilment (time being of the essence) then either party may thereafter at any time before the conditions are fulfilled or waived cancel this Agreement.
Non-satisfaction. 6.3.1 If any of the Conditions Precedent set out in Clause 5.1 is not satisfied within six (6) months after the date of this Agreement, each of the Parties has the right to terminate this Agreement by giving written notice to the other Party.
Non-satisfaction. If the Condition is not satisfied by the Condition Date then Te Māngai Pāho may terminate this Agreement with immediate effect by written notice to the Producer, in which case this Agreement will end with the exception of clauses 9, 18, 19, 20, 21, 23.1, 23.3, 23.6 and the parties will be released from all future obligations under all other provisions of this Agreement. If any part of the Te Māngai Pāho Funding has then been paid to the Producer it must be held by the Producer on trust for Te Māngai Pāho and returned by 5pm on the next Business Day following termination of this Agreement by Xx Xx̄xxxx Xx̄xx. For the avoidance of doubt Te Māngai Pāho will be under no obligation to provide any further funding to the Producer.
Non-satisfaction of Section 6(a) Conditions. By the Buyer, in the event that the conditions to its obligations set forth in Section 6(a) hereof have not been satisfied or waived at or prior to the Termination Date, unless the Buyer is then in material breach of any covenant contained in this Agreement (d) Non-Satisfaction of Section 6(b) Conditions. By the Seller, in the event that the conditions to its obligations set forth in Section 6(b) hereof have not been satisfied or waived at or prior to the Termination Date unless the Seller or the Shareholders are then in material breach of any covenant contained in this Agreement; (e) Failure to Obtain Financing By the Seller or the Shareholders, in the event that Buyer provides Seller any notice as required pursuant to Section 5.1(b) above. (f) Matters Disclosed in Updates to Disclosure Schedule. By the Buyer, upon 5 days prior written notice to Seller and the Shareholders following the Buyer's receipt of any update to the Disclosure Schedule, or within such shorter period as may be reasonable if the update is received by Buyer less than 5 days prior to Closing, in the event Buyer is not willing to accept the state of fact(s), item(s) or information set forth in such update as an express exception to and limitation of the representations and warranties of Seller and the Shareholders hereunder or under any certificate or document furnished to Buyer by the Seller or any Shareholders hereunder or waive any authorization, consent or approval identified therein as not having been obtained, whichever may be appropriate under the circumstances, and in the further event that the Buyer is not willing to waive and agree to forego its right to indemnification in respect thereto as contemplated by Section 5.1(j) hereof.
