Common use of Breach of Closing Obligations Clause in Contracts

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. 5.5.1 10.5.1 The effectiveness of each of the Purchasereach Party’s Closing Obligations closing obligations is conditional upon the fulfilment of all of the Sellerother Party’s Closing Obligations 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 10.5.2 If a Party fails to comply with any of its material Closing Obligationsclosing obligations, then all Closing Obligations 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 Daysfifteen days’ advance notice to the other Party within five (5) Business Days eight days after the Closing Date, provided that, after this five (5) Business Days eight-day period, the non-breaching Party shall be deemed to have waived its right to terminate this Agreement under this Clause 5.5.210.5.2; (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 fifteen 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 10.5.3 If this Agreement is terminated by either Party pursuant to Clause 5.5.210.5.2 and except if the default was caused by a change in legislation between the signing of the Agreement and the Closing which would have a material adverse effect on the economics of the transaction, the defaulting Party shall pay to the other Party an indemnity (“dommages et intérêts” / “schadevergoeding”) in a lump sum amount of EUR 3,500,000. For the avoidance of doubt, it is specifically provided that the non-obtaining of the Credit Facility by the Company or any of its Affiliates will not be considered as a default under this Clause 10.5.3, provided that each Party has used its best efforts in this respect.

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 6.5.1 If a Party any party fails to comply with any of its material Closing Obligations, then all Closing Obligations that have already been fulfilled shall be deemed null obligation in Clauses 6.2 and void with the exception of the Dutch notarial deed recording the transfer of the Shares, 6.3 and if such deed has been executedSchedule 2 in relation to Closing, the Seller and Purchaser, in the Purchaser shall carry out any remedial steps or actions required to ensure that the Shares will be transferred back to case of non-compliance by the Seller, and or the Seller, in the case of non-breaching Party compliance by the Purchaser, shall have the right be entitled (subject to Clause 6.5.2, in addition to and without prejudice to all other rights and or remedies available): (i) to terminate this Agreement by giving ten (10) Business Days’ advance written notice to the other Party within five (5) Business Days after Seller or the Closing DatePurchaser, provided that, after this five (5) Business Days period, as the non-breaching Party shall be deemed to have waived its right to terminate this Agreement under this Clause 5.5.2;case may be: (iia) to effect the Closing so far as practicable having regard to the defaults which have occurred; or (iiib) to fix a new date for the Closing (not being more than ten (10) Business Days after the agreed date for Closing) in which case: (i) the provisions of Schedule 2 shall apply to Closing Date) as so deferred but provided that such deferral may only occur once; and (ii) if the same party who originally failed to comply fails to comply with any material obligation in Clauses 6.2, 6.3 or Schedule 2 in relation to the deferred Closing, then the non-defaulting party shall be entitled to terminate this Agreement (other than the Surviving Clauses) without liability. 5.5.3 The provisions of 6.5.2 If the non-breaching party elects to effect Closing in accordance with Clause 15 6.5.1(a) or 6.5.1(b), the non-breaching party shall apply in case of termination of not be deemed to have waived any rights or remedies available to it under this Agreement pursuant to in respect of such non-compliance with any material obligation in Clauses 6.2 and 6.3 and Schedule 2. 6.5.3 If this Agreement is terminated in accordance with Clause 5.5.26.5.1(b)(ii) all obligations in respect of Closing shall end, save in respect of rights and liabilities which have accrued before termination.