Amendment to Outside Date Clause Samples
The Amendment to Outside Date clause allows the parties to modify the originally agreed-upon deadline by which certain contractual obligations must be fulfilled, often referred to as the "outside date." This clause typically outlines the process for extending or changing this date, such as requiring mutual written consent or specifying conditions under which an extension is permitted. Its core practical function is to provide flexibility in the event that unforeseen delays occur, ensuring that the contract remains viable and both parties have a clear, agreed-upon timeline for performance.
Amendment to Outside Date. Section 9.1(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
(b) by any Principal Party if the Closing shall not have occurred by March 31, 2026 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Principal Party if the action or failure to act of such Principal Party (or in the case of P▇▇▇▇▇, any Plutus Party) has been a principal cause of or resulted in the failure of the Closing to occur on or before the Outside Date and such action or failure to act constitutes a breach of this Agreement; provided, further, that in the event that, at the Outside Date, all of the conditions set forth in Sections 8.1 and 8.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided that each of such conditions is capable of being satisfied at the Closing), except for the condition set forth in Section 8.1(b), such Principal Party proposing to exercise the right to terminate this Agreement under this Section 9.1(b) shall have engaged in good faith discussion for a period of no less than five (5) Business Days with the other Principal Party on alternative solutions to carry out the commercial intent of the Transactions.”
Amendment to Outside Date. Section 8.01(b)(i) of the Agreement is hereby amended to delete the reference therein to “August 1, 2017” and insert in its place “September 30, 2017”.
Amendment to Outside Date. Clause (b) of Section 7.1 of the Agreement is hereby amended and restated in its entirety as follows:
(b) by written notice by the Purchaser or the Company if any of the conditions to the Closing set forth in Article VI have not been satisfied or waived by April 11, 2023 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholders) of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date.”
Amendment to Outside Date. The words “June 29, 2023” in Section 10.1(b) of the Agreement are hereby deleted and replaced with the words September 29, 2023”.
Amendment to Outside Date. Clause (b) of Section 8.1 of the BCA is hereby deleted and replaced with the following:
Amendment to Outside Date. Section 8(b)(ii) of the Master Agreement is hereby amended by deleting in the third line of such paragraph the reference to “October 30, 2009” and replacing it with “January 29, 2010” and by deleting in the fourth line of such paragraph the reference to “October 16, 2009” and replacing it with “January 15, 2010”.