A condition subsequent is a contractual provision that terminates an ongoing obligation if a specified event occurs. Once the event specified in the condition subsequent takes place, the affected party is released from their contractual duties.
In connection with the Transaction, the Court has made orders in connection with convening a meeting of Afterpay shareholders to be held at 9:00 am on December 14, 2021 (Australian Eastern Daylight Time) to consider and vote upon a resolution to approve the Scheme, as amended pursuant to the Amending Deed (the “Scheme Meeting”). If such resolution is passed at the Scheme Meeting and all other conditions (other than the Condition Subsequent and the condition related to Court approval) have been satisfied or waived on or before the date of the hearing of the Court to approve the Scheme (the “Second Court Date”), then the Second Court Date is expected to be December 17, 2021 (Australian Eastern Daylight Time).
As the Landlord tenders possession of the Expansion Premises upon satisfaction of the Condition Subsequent, the Company will be obligated to pay the Landlord increased monthly installments of base rent for the Expansion Premises, as set forth in Section 4.2 of the Second Amendment.
6. Both the parties have agreed to the condition subsequent as under: a. The total number of customers/subscribers of the Seller shall increase from the current 1.49 million to 2 million by 29th February 2020; b. The appointment of key management of Seller i.e. Mr. Jagjit Singh Kohli on the Board of Directors of the Buyer.
The parties hereto acknowledge and agree that the failure to satisfy the Condition Subsequent shall be breach of the Agreement dated 20th June 2019 and this Supplementary Agreement and the same shall rescind automatically in such circumstances. In these circumstances, the income so received by Seller shall be considered as received in its own right and the arrangement shall be deemed to have never existed ab initio.
If the notice referred to in the foregoing paragraph stating that the CONDITION SUBSEQUENT was satisfied, or if the notice is not received during the BUSINESS DAY following completion of the OPA, the CONDITION SUBSEQUENT shall be deemed satisfied and the following shall be performed: (i) LA FIDUCIARIA shall return the SHARES to the TRUSTORS, including but not limited to giving notice thereof to CAVALI within the second BUSINESS DAY following completion of the OPA; and (ii) the CUSTODIAN shall return the amount pertaining to the CONSIDERATION FOR THE POLITICAL RIGHTS to the TRUST BENEFICIARY upon receiving from LA FIDUCIARIA evidence that this AGREEMENT has been terminated and that CAVALI has entered the transfer of the SHARES to the TRUSTORS.
Section 6.Conditions Subsequent. As an accommodation to the Loan Parties, the Agents and the Lenders have agreed to execute this Agreement notwithstanding the Loan Parties have not satisfied the conditions set forth on Schedule 1 attached hereto. In consideration of such accommodation, the Loan Parties agree that, in addition to all other terms, conditions and provisions set forth in this Agreement, including, without limitation, those conditions set forth in Section 4, the Loan Parties shall satisfy each of the conditions subsequent set forth on Schedule 1 attached thereto (it being understood that (i) the failure by the Loan Parties to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default, (ii) satisfaction of any such condition subsequent shall be a condition precedent to the funding of the Delayed Draw Term Loans, and (iii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Loan Document to be breached, the Required Lenders hereby waive such breach for the period from the Effective Date until the date on which such condition subsequent is required to be fulfilled pursuant to such on Schedule 1).
Section 4. Condition Subsequent of Continued Effectiveness. The continued effectiveness of Section 2(g) of this Amendment (modifying Section 2.2 (Interest) of the Loan Agreement) shall be subject to the condition subsequent that the Borrower shall have executed documentation in form and substance satisfactory to the Lender within forty five (45) days of the date first set forth above, pursuant to which SoftBank Group Corp. (or another affiliate of Lender) may elect, at any time in its sole and absolute discretion, to acquire up to an additional 5% of the equity in Dense Air Limited, a company organized under the laws of England and Wales, for no additional consideration, together with additional documentation reasonably incidental thereto. If such condition subsequent is not satisfied by such date, Section 2(g) of this Amendment shall have no further force or effect, the interest rate set forth in Section 2.2 of the Loan Agreement shall revert to the stated and scheduled interest rate as set forth and described in the Loan Agreement, as in effect immediately preceding the date of this Amendment, and Borrower shall immediately pay to Lender any additional interest that otherwise would have been due to Lender under the Loan Agreement as if Section 2(g) of the Amendment had not been in effect.
Condition Subsequent and Reimbursement The advanced payments are to be considered payments for the future Rights Issue and, therefore, are subject to the condition subsequent consisting in the failure to approve the Rights Issue by the First Term and to execute it by the Second Term. Consequently, if by the First Term the Rights Issue will not have been approved or if by the Second Term the Rights Issue will not have been executed, the sums paid by the Shareholder shall be immediately reimbursed by the Company to the Shareholder, in whole or in part, to the extent they exceed the amount of the Rights Issue actually executed by the Second Term. After each advanced payment has been made, such payments must be recorded by the Company in a special reserve.
A condition subsequent is a legal concept used in contract law that refers to an event or state of affairs that, if it occurs, will terminate a party’s obligation to perform under a contract. This condition must be stipulated in the contract and typically serves to protect one of the parties by allowing them to exit the contract without penalty if specific future events occur.
You should consider incorporating a condition subsequent into a contract when you want to include a provision that allows for the termination of contractual obligations upon the occurrence of certain events. This is useful in scenarios where uncertainty or risk might impact performance, such as:
When drafting a condition subsequent in a contract, ensure clarity and specificity in outlining the events or circumstances that will trigger termination. Here are some general guidelines:
Clearly Identify the Condition: Specify the exact event or condition (e.g., changes in law, failure to obtain permits) that will trigger the termination of obligations.
Example: “This agreement shall terminate upon the implementation of new federal regulations that prohibit the sale of the contracted goods.”
Define the Consequences: Clearly state what happens to the obligations of both parties if the condition subsequent occurs.
Example: “Should the specified condition occur, the seller shall be released from all obligations, and any unfulfilled orders will be canceled without liability.”
Include Time Frames and Procedures: Specify any deadlines or required procedures to be followed upon the condition’s occurrence.
Example: “The party affected by the new legislation must notify the other party within 30 days to effectuate the termination of this contract.”
Contracts that involve uncertainty or depend on external variables often include conditions subsequent. Some common types include:
Including a condition subsequent helps manage future uncertainties by outlining a clear path to terminate obligations without legal repercussions, should the explicitly defined conditions manifest.
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