Breach of Closing Obligations. If a party fails to comply with any material obligation in Clauses 7.2 and 7.3 and Schedule 6, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the other parties served on the date on which Closing was due to take place:
7.8.1 to terminate this Agreement (other than the Surviving Clauses) without liability on its part or the part of those on whose behalf such notice is served; or
7.8.2 to effect Closing so far as practicable having regard to the defaults which have occurred; or
7.8.3 to fix a new date for Closing (being not more than 30 Business Days after the agreed date for Closing) in which case the provisions of Schedule 6 shall apply to Closing as so deferred but provided such deferral may only occur once.
Breach of Closing Obligations. If the Sellers shall fail to comply with any of the Closing Obligations, the Purchaser shall be entitled (in addition to and without prejudice to all other rights or remedies available including the right to claim damages or compensation from the Sellers by reason of any such breach or non-fulfilment):
5.3.1 to give a Notice of Termination to the Sellers to terminate this Agreement without liability on its part. Upon giving of a Notice of Termination by the Purchaser to the Sellers pursuant to this Clause 5.3.1, this Agreement shall terminate and the provisions of Clause 9.6.2 shall apply;
5.3.2 to proceed to effect Closing so far as practicable having regard to the defaults which have occurred; or
5.3.3 to fix a new date for Closing (not being more than twenty (20) Business Days from the agreed date for Closing) in which case the provisions of this Clause 5 shall apply to Closing as so deferred but provided that such deferral may only occur once.
Breach of Closing Obligations. If either Party fails to comply with any obligation in Article 3.2 (Obligations at Closing), the Purchaser, in the case of non-compliance by the Sellers, or the Sellers, in the case of non compliance by the Purchaser, shall be entitled, by written notice:
(a) to terminate this Agreement in accordance with the provisions of Clause 8.1.3(i) or 8.1.4(i), as the case may be;
(b) to effect Closing so far as practicable, having regard to the defaults which have occurred (in addition to and without prejudice to all other rights or remedies available hereunder); or
(c) to fix a new date for Closing (not being more than 15 (fifteen) Business Days after the previously agreed Closing Date) in which case the provisions of Article 3.2 (Obligations at Closing) shall apply to Closing as so deferred. 4 Pre Closing Actions
4.1 The Sellers’ Pre-Closing Actions In order that the Closing may proceed, the following actions shall have been taken:
4.1.1 the Sellers shall have caused the Board, in consultation with the Purchaser, to take all action required by Law in order to validly convene a meeting of the General Assembly, to be held within 30 (thirty) days after the date of the signing of this Agreement. That General Assembly will be convened on the basis of and will have the agenda in Schedule 14. The Sellers shall cause the Board to distribute and to make available to the shareholders before the General Assembly, to the extent required by the Governing Law, those draft resolutions which are attached as Schedule 15, and such other resolutions as the Purchaser may instruct the Sellers to make available and distribute, taking into account the requirements of the Governing Law concerning the deadline by which the draft resolutions must be distributed and/or made available to the Company’s shareholders before an ordinary or extraordinary meeting of the shareholders;
4.1.2 the Government and the Company shall have entered into an agreement concerning the sale by the Government to the Company of all of the shares owned by the Government in INTERNET Crna Gora DOO, on terms which the Purchaser and the Government have agreed will be included in said sale agreement;
4.1.3 the issuance of the following undertakings, or the taking of the following actions, with the content agreed in advance with the Purchaser:
(a) by the Government, confirming in writing that it will not, to the extent permitted by the Governing Law, cause or enable the police (the Ministry of Interior), the national se...
Breach of Closing Obligations. 5.5.1 The effectiveness of each of the Purchaser’s Closing Obligations is conditional upon the fulfilment of all of the Seller’s Closing Obligations and vice versa. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
5.5.2 If a Party fails to comply with any of its material Closing Obligations, then all Closing Obligations that have already been fulfilled shall be deemed null and void with the exception of the Dutch notarial deed recording the transfer of the Shares, and if such deed has been executed, the Seller and the Purchaser shall carry out any remedial steps or actions required to ensure that the Shares will be transferred back to the Seller, and the non-breaching Party shall have the right (in addition to and without prejudice to all other rights and remedies available):
(i) to terminate this Agreement by giving ten (10) Business Days’ advance notice to the other Party within five (5) Business Days after the Closing Date, provided that, after this five (5) Business Days period, the non-breaching Party shall be deemed to have waived its right to terminate this Agreement under this Clause 5.5.2;
(ii) to effect the Closing so far as practicable having regard to the defaults which have occurred; or
(iii) to fix a new date for the Closing (not being more than ten (10) Business Days after the agreed Closing Date) but provided that such deferral may only occur once.
5.5.3 The provisions of Clause 15 shall apply in case of termination of this Agreement pursuant to Clause 5.5.2.
Breach of Closing Obligations. If any party fails to comply with any material obligation in Clause 6.2 or 6.3 or Schedule 12 in relation to Closing, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available) by written notice to the Seller or the Purchaser to fix a new date for Closing which, except as agreed by the parties, shall be the last day of the month next ending or, if that day is not a Business Day, the first Business Day falling after that day, in which case the provisions of Schedule 12 shall apply to Closing as so deferred, but provided such deferral may only occur once. In all circumstances Closing shall only occur simultaneously with closing under the other Target Asset Agreements.
Breach of Closing Obligations. Subject to Clause 6.2.1, if any party fails to comply with any material obligation in Clauses 6.2, 6.3 and 6.4, and Schedule 11 in relation to Closing, GlaxoSmithKline, in the case of non-compliance by Novartis, or Novartis, in the case of non-compliance by GlaxoSmithKline or the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available) by written notice to Novartis or GlaxoSmithKline (as the case may be) to fix a new date for Closing (which, except as agreed by the parties, shall be the last day of the month next ending or, if that day is not a Business Day, the first Business Day falling after that day) in which case the provisions of Schedule 11 shall apply to Closing as so deferred, but provided such deferral may only occur once. In all circumstances Closing shall only occur simultaneously with closing under the other Target Asset Agreements.
Breach of Closing Obligations. If any party fails to comply with any material obligation in Schedule 6, the Purchaser, in the case of non-compliance by the Seller (which has not been remedied to the reasonable satisfaction of the Purchaser within five Business Days), or the Seller, in the case of non-compliance by the Purchasers (which has not been remedied to the reasonable satisfaction of the Seller within five Business Days), shall be entitled by written notice to the Seller or the Purchasers, as the case may be:
6.6.1 to terminate this Agreement (other than Clauses 1, 5.5, 11 and 12.2 to 12.15) without liability on its part or on the part of those on whose behalf notice is served whereupon in the case of such non-compliance by the Seller, the amount referred to in Clauses 5.5.2(x) and (y) shall become payable; or
6.6.2 to effect the Closing so far as practicable having regard to the defaults which have occurred, provided that the Seller shall not be required to sell the Shares and the VIA Operations unless all of the Shares and the VIA Operations are purchased simultaneously and, provided further, that the Relevant Purchasers shall not be required to purchase the Shares and the VIA Operations unless all of the Shares and the VIA Operations are sold simultaneously; or
6.6.3 to fix a new date for Closing (not being more than 20 Business Days after the agreed date for Closing) in which case the provisions of Schedule 6 shall apply to Closing as so deferred, but provided such deferral may only occur once.
Breach of Closing Obligations. If the Seller or the Purchaser fails to comply with any material obligation in Clause 4.2 and Schedule 1, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the other:
4.3.1 to terminate this Agreement (other than the Surviving Provisions) without liability on its part;
4.3.2 to effect Closing so far as practicable having regard to the defaults which have occurred; or
4.3.3 to fix a new date for Closing (being not more than 20 Business Days after the date set for Closing) in which case the provisions of this Clause 4 shall apply to Closing as so deferred but provided such deferral may only occur once.
Breach of Closing Obligations. 6.4.1 If any Party fails to comply with any of its material obligations in this Clause 6 or its obligations under Schedule 4, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to the right to claim damages) by written notice to the Seller or the Purchaser, as the case may be, served on the date set for Closing, (a) to waive the fulfillment of the obligations of the other Party, or (b) to fix a new date for the Closing (being the first Business Day of the next monthly reporting period of the Seller’s Group) in which case the provisions of Clauses 6.2 and 6.3 and Schedule 4 shall apply to the Closing as so deferred.
6.4.2 If the non-complying Party fails to comply with any material obligation in this Clause 6 or its obligations under Schedule 4 on the new date for the Closing pursuant to Clause 6.4.1, the other Party shall be entitled (in addition to and without prejudice to it’s right to claim damages) by written notice served on such new date for the Closing:
(a) to terminate this Agreement without liability on its part or on the part of those on whose behalf notice is served; or
(b) to effect the Closing so far as practicable having regard to the defaults which have occurred; or
(c) subject to Clause 4.4, to set a new date for the Closing (being the first Business Day of the next monthly reporting period of the Seller’s Group) in which case the provisions of Clauses 6.2 and 6.3 and Schedule 4 shall apply to the Closing as so deferred.
Breach of Closing Obligations. 5.5.1 If a Party fails to comply with its obligations under Clauses 5.2 and 5.3 such that the Closing has not occurred, the other, non-breaching Party shall have the right to terminate the Agreement by giving three (3) Business Days advance notice to the breaching Party. The Agreement will only terminate if the breaching Party fails to remedy the breach of its obligations under Clauses 5.2 and 5.3 within such notice period of three (3) Business Days.
5.5.2 The right of the non-breaching Party to terminate the Agreement pursuant to Clause 5.5.1 shall be without prejudice to the right of the non-breaching Party to seek specific performance of this Agreement and/or to exercise any other remedy available to it in accordance with this Agreement or by Law.
