Common use of Breach of Closing Obligations Clause in Contracts

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 any party fails to comply with any material obligation in Schedule 66 in relation to Closing (and for the avoidance of doubt the Sellers’ obligation under paragraph 1.1.4 of Schedule 6 is a material obligation), the Purchaser, in the case of non-compliance by the Seller Sellers (which has not been remedied to the reasonable satisfaction of the Purchaser within five 5 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 Sellers within five 5 Business Days), shall be entitled by written notice to the Seller Sellers or the Purchasers, as the case may be: 6.6.1 6.7.1 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 whereupon, (i) in the case of such non-compliance by any of the SellerSellers, the amount amounts referred to in Clauses 5.5.2(x), (y) and (yz) shall become payable or (ii) in the case of such non-compliance by any of the Purchasers, the amounts referred to in Clause 5.5.4 shall become payable; or 6.6.2 6.7.2 to effect the Closing so far as practicable having regard to the defaults which have occurred, occurred provided that the Seller Relevant Sellers 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 6.7.3 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, deferred but provided such deferral may only occur once.

Breach of Closing Obligations. If any party either (i) the Seller or the Purchaser fails to comply in any material respect with any material obligation in Schedule 6Clause 6.2; or (ii) the Purchaser fails to meet its payment obligation under Clause 6.3, then the Purchaser, Purchaser (in the case of non-compliance by the Seller) or 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 Purchaser) shall be entitled, in addition to and without prejudice to all other rights or remedies available (which has not been remedied including the right to the reasonable satisfaction of the Seller within five Business Daysclaim damages), shall be entitled by written notice to the Seller or other served on the PurchasersClosing Date, as the case may beto: 6.6.1 to 6.4.1 terminate this Agreement (other than this Clause and Clauses 1, 5.5, 11 10 and 12.2 11.2 to 12.1511.19) without liability on its part or on part; provided that, if the part of those on whose behalf notice is served whereupon in the case of such non-compliance by the Seller, the amount registration documents referred to in Clauses 5.5.2(xparagraph 1.1.4(i) of Part 1 of Schedule 6 are not available on the Closing Date, then either (a) the Purchaser may elect to waive the requirement and effect Closing under Clause 6.4.2; or (yb) if the Purchaser does not so elect, the Seller may fix a new date (reasonably acceptable to the Purchaser) for Closing under Clause 6.4.3 and the Seller shall become payable; orbe required to provide such registration documents at such Closing; 6.6.2 to 6.4.2 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 6.4.3 fix a new date for Closing (Closing; provided such date shall not being be more than 20 Business Days after the agreed date for Closing) , in which case the provisions of Schedule 6 4 shall apply to Closing as so deferred, deferred but provided such deferral may only occur once.

Breach of Closing Obligations. If any party fails to comply with any material obligation in Schedule 66 in relation to a Closing (and for the avoidance of doubt the Sellers’ obligation under paragraph 1.1.4 of Schedule 6 is a material obligation), the Purchaser, in the case of non-compliance by the Seller Sellers (which has not been remedied to the reasonable satisfaction of the Purchaser within five 5 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 Sellers within five 5 Business Days), shall be entitled by written notice to the Seller Sellers or the Purchasers, as the case may be: 6.6.1 6.7.1 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 whereupon, (i) in the case of such non-compliance by any of the SellerSellers, the amount amounts referred to in Clauses 5.5.2(x), (y) and (yz) shall become payable or (ii) in the case of such non-compliance by any of the Purchasers, the amounts referred to in Clause 5.5.4 shall become payable; or 6.6.2 6.7.2 to effect the relevant Closing so far as practicable having regard to the defaults which have occurred, occurred provided that the Seller Relevant Sellers shall not be required to sell the Shares and the VIA Operations which are the subject of that Closing unless all of the Shares and the VIA Operations which are the subject of that Closing are purchased simultaneously and, and provided further, further that the Relevant Purchasers shall not be required to purchase the Shares and the VIA Operations which are the subject of that Closing unless all of the Shares and the VIA Operations which are the subject of that Closing are sold simultaneously; or 6.6.3 6.7.3 to fix a new date for the relevant Closing (not being more than 20 Business Days after the agreed date for the relevant Closing) in which case the provisions of Schedule 6 shall apply to the relevant Closing as so deferred, deferred but provided such deferral may only occur once.