IISD Model Contract Clauses for Responsible Investment in Agriculture:

Customizable legal provisions to help implement international best practices, principles, and guidance on responsible agricultural investment

7. Effective Date & Conditions Precedent Deadline

7.1 Each Party shall satisfy the Conditions Precedent that are under its responsibility or control as set out in Section 5, by no later than [6]/[12]/[insert other number based on a reasonable assessment of how long the conditions precedent will take the Company to achieve] months from the Signature Date (the Conditions Precedent Deadline.)

7.2 Extension of Conditions Precedent Deadline: If the Effective Date is not achieved by the Conditions Precedent Deadline because of a failure of the Company to have satisfied the Conditions Precedent for which it is responsible, despite using its best endeavours to fulfil such Conditions Precedent, then upon the reasonable request of the Company to the Grantor (providing all reasons for delay and an explanation of how the Company has used its best endeavours to mitigate such delay) the Grantor may, at its discretion, agree that the Conditions Precedent Deadline shall be equitably extended upon agreement between the Parties, provided that if the Effective Date is not achieved by [insert number] months after the Signature Date then:

(a) the Grantor shall be entitled to terminate the Agreement; and

(b) the Grantor shall be entitled to draw on the Commitment Bond in full.

7.3 If the Effective Date is not achieved by the Conditions Precedent Deadline because of a failure of the Company to have satisfied one or more Conditions Precedent for which it is responsible due to its own delay or default, then:

(a) the Grantor shall be entitled to terminate the Agreement; and

(b) the Grantor shall be entitled to draw on the Commitment Bond in full.

7.4 If the Effective Date is not achieved by the Conditions Precedent Deadline because of a failure of the Authority or the Grantor to have satisfied the Conditions Precedent for which it is responsible, then the Conditions Precedent Deadline shall be equitably extended upon agreement between the Parties; provided that, if the Effective Date is not achieved by the date that is [insert number] months after the Signature Date then:

(a) any Party may terminate the Agreement;

(b) no Party shall have a claim against another for costs, damages, compensation or otherwise; and

(c) the Commitment Bond shall be returned to the Company.

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