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.
Appears in 2 contracts
Samples: Share Purchase Agreement (Brinks Co), Share Purchase Agreement (Brinks Co)
Breach of Closing Obligations. If a party fails to comply with any material obligation in Clauses 7.2 and 7.3 and 7.2, 7.3, 7.4 and/or Schedule 65, the Purchaser, in the case of non-compliance by the SellerSeller or New TopCo, 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 Notice to the other parties served on the date on which Closing was due to take placeparties:
7.8.1 7.9.1 to terminate this Agreement (other than the Surviving Clauses) without liability on its part or the part of those on whose behalf such notice Notice is served; or
7.8.2 7.9.2 to effect Closing so far as practicable having regard to the defaults which have occurred; or
7.8.3 7.9.3 to fix a new date for Closing (being not more than 30 15 Business Days after the agreed date for Closing) in which case the provisions of Schedule 6 5 shall apply to Closing as so deferred but provided such deferral may only occur once.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
Breach of Closing Obligations. If a party fails to comply with any material obligation in Clauses 7.2 7.3 and 7.3 7.4 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 the relevant Closing was due to take place:
7.8.1 7.9.1 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 7.9.2 to effect such Closing so far as practicable having regard to the defaults which have occurred; or
7.8.3 or 7.9.3 to fix a new date for such Closing (being not more than 30 Business Days after the agreed date for such Closing) in which case the provisions of Schedule 6 shall apply to such Closing as so deferred but provided such deferral may only occur once.
Appears in 2 contracts
Samples: Second Share Purchase Agreement (Brinks Co), Second Share Purchase Agreement (Brinks Co)
Breach of Closing Obligations. If a party fails to comply with any material obligation in Clauses 7.2 5.2 and 7.3 5.3 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 5.8.1 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 5.8.2 to effect Closing so far as practicable having regard to the defaults which have occurred; or
7.8.3 5.8.3 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.
Appears in 1 contract
Samples: Share Purchase Agreement (Brinks Co)
Breach of Closing Obligations. If a party Party fails to comply with any material obligation in Clauses 7.2 6.2 and 7.3 6.3 and Schedule 64 (Closing Obligations), the Purchaser, in the case of non-compliance by the any Seller, or the SellerSellers, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all the right to claim damages or other rights and remedies availablecompensation) by written notice to the other parties served on the date on which Closing was due to take placeother:
7.8.1 6.5.1 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; orpart;
7.8.2 6.5.2 to effect Closing so far as practicable having regard to the defaults which have occurred; or
7.8.3 6.5.3 to fix a new date for Closing (being not more than 30 20 Business Days after the agreed date for Closing) in which case the provisions of Schedule 6 4 (Closing Obligations) shall apply to Closing as so deferred but provided such deferral may only occur once.
Appears in 1 contract
Samples: Share Purchase Agreement
Breach of Closing Obligations. If a party any Party fails to comply with any material obligation in Clauses 7.2 and 7.3 and 6.2 or 6.3 or Schedule 63, 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 or remedies available) by written notice to the other parties Seller or the Purchaser (as the case may be), served on the date on which Closing was due to take placeDate:
7.8.1 6.6.1 to terminate this Agreement (other than the Surviving Clauses) Clauses and without liability on its part or on the part of those on whose behalf such notice is served; or
7.8.2 6.6.2 to effect Closing so far as practicable having regard to the defaults which have occurred; or
7.8.3 6.6.3 to fix a new date for Closing (not being not more than 30 20 Business Days after the agreed date for Closing) in which case the provisions of Clauses 6.2 and 6.3 and Schedule 6 3 shall apply to Closing as so deferred but provided such deferral may only occur once.once.
Appears in 1 contract
Samples: Share Sale Agreement