Breach of Completion Obligations. If Completion does not take place on the Completion Date because either the Purchaser fails to comply with any of its obligations referred to in this Clause 5 (Completion) or the Seller fails to comply with any of its respective obligations referred to in this Clause 5 (Completion), the Seller (in case of a default by the Purchaser) or the Purchaser (in the case of a default by the Seller) may elect by written notice to the other Party to:
Breach of Completion Obligations. 6.3.1 Subject to Clause 6.3.2, if the Sellers or the Purchaser breaches any obligation under Clause 6.2 (Completion actions), thereby becoming a "Defaulting Party", and that breach results in Completion not occurring in full compliance with Clause 6.1 (Completion Date and place) and Clause 6.2 (Completion actions), then the Sellers (if the Purchaser was the Defaulting Party) or the Purchaser and the non-defaulting Sellers (if any one or more of the Sellers were the Defaulting Party), thereby a "Non-Defaulting Party", shall be entitled, but not obliged, to:
(a) effect Completion on the Completion Date insofar as practicable having regard to the defaults that have occurred; or
(b) set a new date for Completion occurring in the period between five (5) and twenty (20) Business Days after the original date for Completion in accordance with Clause 6.1 (Completion Date and place), in which case the provisions of Clause 6.2 (Completion actions) shall apply to Completion as so deferred. If on such new date the Defaulting Party breaches (i) any of its obligations as referred to under Clause 6.2 (Completion actions) and this breach results in Completion not occurring in full compliance with Clause 6.1 (Completion Date and place) and Clause 6.2 (Completion actions) and (ii) the Non-Defaulting Party cannot reasonably be expected to effect Completion insofar as practicable having regard to the defaults that have occurred, the Non- Defaulting Party shall be entitled to terminate this Agreement by Notice to the Defaulting Party.
6.3.2 If any one or more of the Sellers breaches any obligations under Clause 6.2 (Completion actions), the non-defaulting Sellers and Purchaser shall nonetheless effect the Completion on the Completion Date provided that the ) or more of all Shares immediately following Completion (a "Partial Completion"). Following a Partial Completion, the Purchaser and each of the Sellers that did not breach its obligations under Clause 6.2 (Completion actions), shall be considered a Non- Defaulting Party towards each Defaulting Party for the purpose of Clause 6.3.1.
Breach of Completion Obligations. 6.4.1 If the Seller or the Purchaser breaches any obligation under Clause 6.2 (Completion actions), thereby a “Defaulting Party”, and such breach results in Completion not occurring in full compliance with Clause 6.1 (Completion date and place) and Clause 6.2 (Completion actions), then, in addition and without prejudice to any other rights and remedies available to them, the non-Defaulting Party shall be entitled to effect Completion on the Completion Date insofar as practicable having regard to the defaults that have occurred.
6.4.2 If on the date in accordance with Clause 6.1 (Completion date and place) on which Completion should occur, the Seller or the Purchaser is in breach of any of its respective obligations under Clause 6.2 (Completion actions), and such breach results in Completion not occurring in accordance with Clause 6.1 (Completion date and place) and Clause 6.2 (Completion actions), then, without prejudice to any other rights and remedies available to it, the non-Defaulting Party shall be entitled by Notice served on the Defaulting Party on or after the Completion Date in accordance with Clause 6.1 (Completion date and place) to terminate this Agreement (except for Clauses 1 (Definitions and Interpretation), 14 (Confidentiality), 15.2 (Entire Agreement) up to and including 15.13 (Notices) and 16 (Governing Law and Dispute Resolution) and the Seller and the Purchaser shall not be under an obligation to enter the Commercial Agreements.
Breach of Completion Obligations. 17 If any foregoing provision of this Clause 7 is not complied with in any respect, 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 to it, including the right to claim damages) by Notice to the other:
7.6.1 in the case of material non-compliance with Clause 7.2, to terminate this Agreement (other than the Surviving Clauses) and each of the other Transaction Documents;
7.6.2 to effect Completion so far as practicable having regard to the defaults which have occurred; or
7.6.3 to fix a new date for Completion, not being later than four Business Days, in which case the foregoing provisions of Clause 7.4 shall apply to Completion as so deferred.
Breach of Completion Obligations. If a Party breaches any obligation under this Clause 7 (such Party, the "Defaulting Party" and the other Party, the "Non-Defaulting Party"), the Non-Defaulting Party may choose not to proceed with Completion and set a new date for Completion, subject to the TPEx approving such new date as the delisting date. If on the new date set for Completion in accordance with this Clause 7.6, the Defaulting Party breaches any of its obligations under this Clause 7, the Non-Defaulting Party shall, without prejudice to any other rights and remedies available to it, be entitled by written notice served on the Defaulting Party to terminate this Agreement.
8.1 Post-Completion organisation plan Schedule 6 (Post-Completion organisation plan) contains a number of post-Completion matters relating to the HMI Group.
8.2 D&O insurance and indemnity
8.2.1 Subject to Completion and Clause 8.2.2, and to the extent permitted by Law, ASML shall cause the HMI Group Companies to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the Signing Date or who becomes prior to the Completion Date, an officer, supervisor or director of any of the HMI Group Companies (the "D&O Indemnified Parties") against any and all Liabilities incurred by the D&O Indemnified Party as a result of any threatened or actual claim, action, suit, proceeding or investigation (the "Action"), brought by any party other than any HMI Group Company or any ASML Group Company in connection with the fact that he or she has acted as an officer, supervisor or director of any of the HMI Group Companies at any time prior to Completion. This indemnity shall lapse after a period of six (6) years from the Completion Date.
8.2.2 The D&O Indemnified Party will not be indemnified under the indemnity set out in Clause 8.2.1 with respect to Actions that relate to the gaining in fact of personal profits, advantages or remuneration to which the D&O Indemnified Party was not legally entitled, or if the D&O Indemnified Party shall have been adjudged to be liable for fraud, wilful misconduct, gross negligence or intentional recklessness in respect of the Action for which the D&O Indemnified Party is seeking indemnification. The indemnity set out in Clause 8.2.1 shall have no force and effect if and for as long as any Liability is recoverable under any insurance policy, including but not limited to the current directors' and officers' liability insurance policies maintained by the HMI Group.
8.2.3 ASM...
Breach of Completion Obligations. If any Party fails to comply with any of its obligations under Clause 5, the non-defaulting Parties shall be entitled, in addition and without prejudice to all other rights and remedies available to it (including any right to claim payment of damages), through a written notification to the defaulting Party:
a. to require the defaulting Party to proceed with, and effect, Completion to the extent practicable (taking into consideration the defaults that have occurred) and set a new date for the finalization of Completion through the effecting of the remaining obligations and actions as set out in the Completion Agenda on such date, in which event:
(i) the provisions of this Agreement shall apply as if that later date were the date originally set for Completion (and, for the avoidance of doubt, it is agreed that in that event the Completion Date shall, for the purposes of this Clause 5.4, be on this later date and that the Parties' rights under this Clause 5.4 shall remain in effect); and
(ii) if the Purchaser is the defaulting Party, in addition to any other accrued interest, an amount equal to the commercial statutory interest (wettelijke handelsrente) as defined in article 6:119a of the Dutch Civil Code (at the then applicable rate) shall accrue on the Purchase Price from the date originally set for Completion until the date of payment of the Purchase Price; or
b. to terminate this Agreement with immediate effect by way of written notice to the other Party.
Breach of Completion Obligations. If any of the Sellers fails to comply with any of their material obligations in paragraphs 1.1, 2 or 3 of Schedule 5 or any of their obligations in Clause 6.4, or the Purchaser fails to comply with its obligations in Clauses 6.3 or 6.4 or its material obligations in paragraphs 1.2, 2 or 3 of Schedule 5, then Completion shall not occur and the Purchaser, in the case of non-compliance by the Sellers, or the Principal 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 Principal Seller or the Purchaser, as the case may be, served on the Completion Date:
6.6.1 to terminate this Agreement (other than this Clause and Clauses 1, 5.3.5, 12 and 13.5 to 13.24) without liability on its part; or
6.6.2 to effect Completion so far as practicable having regard to the defaults which have occurred (provided that (unless otherwise agreed by the Principal Seller and the Purchaser) Completion must take place in respect of all the Shares at the same time); or
6.6.3 to fix a new date for Completion (not being more than 20 Business Days after the agreed date for Completion) in which case the provisions of this Clause 6 and Schedule 5 shall apply to Completion as so deferred but provided such deferral may only occur once.
Breach of Completion Obligations. (a) The effectiveness of each of the Purchaser’s Completion Obligations is conditional upon the fulfilment of all of the Sellers’ Completion Obligations and vice versa.
(b) If the Sellers or the Purchaser fail to comply with any of the Sellers’ Completion Obligations respectively the Purchaser’s Completion Obligations, then all Completion Obligations that have already been fulfilled shall be deemed null and void.
(c) If Completion does not take place on the Completion Date because a Seller or the Purchaser fails to comply with the Sellers’ Completion Obligations or the Purchaser’s Completion Obligations (as applicable), the complying Party shall have the right, by giving written notice to the non-complying Party, (i) to effect the Completion so far as practicable having regard to the defaults which have occurred, (ii) to fix a new date for Completion (in which case this Clause 7 shall apply to the Completion as so deferred, and such new date shall be interpreted as being the Completion Date), or (iii) to terminate this Agreement.
Breach of Completion Obligations. 6.4.1. If any Party fails to comply with any of its obligations under Clause 6.3, the non-defaulting Party shall be entitled, in addition and without prejudice to all other rights and remedies available to it (including any right to claim payment of damages), through a written notification to the defaulting Party:
a. to set a new time and date for Completion, which new Completion Date cannot be earlier than five (5) Business Days after the date originally scheduled for Completion, provided that Completion may not be deferred beyond the Long Stop Date without the consent of the other Party; or
b. to require the defaulting Party to proceed with, and effect, Completion to the extent practicable (taking into consideration the defaults that have occurred) and set a new date for the finalization of Completion through the effecting of the remaining obligations and actions as set out in Clause 6.3 on such date, which cannot be earlier than five (5) Business Days after the original Completion Date, provided that Completion may not be deferred beyond the Long Stop Date without the consent of the other Party.
6.4.2. In the event Completion is wholly or partially deferred to a new date pursuant to Clause 6.4.1.a or 6.4.1.b:
a. the provisions of this Agreement shall apply as if that later date was originally set for Completion; and
b. if on such new date, any Party fails to comply with any of its obligations under Clause 6.3, Clause 6.4.1 shall apply mutatis mutandis, provided that in addition to the rights conferred to the non-defaulting Party under Clause 6.4.1, the non-defaulting Party shall also be entitled to terminate this Agreement with immediate effect, except for the Surviving Clauses which shall survive such termination indefinitely.
Breach of Completion Obligations. 7.3.1 If the Seller or the Purchaser breaches any obligation under Clause 6.12 (Funding of Completion amounts), Clause 6.13 (Delivery of the Leakage Notice), Clause 6.9.5 in respect of delivery of the Assignment Notice, Clause 6.9.8 in respect of delivery of the ICL Notice or Clause 7.2 (Completion actions), thereby a “Defaulting Party”, and such breach results in Completion not occurring in full compliance with Clause 7.1 (Completion date and place) and Clause 7.2 (Completion actions), then, in addition and without prejudice to any other rights and remedies available to it, the non-Defaulting Party shall be entitled (but not obliged) to effect Completion on the Completion Date insofar as practicable having regard to the defaults that have occurred.
7.3.2 If on the date, in accordance with Clause 7.1 (Completion date and place), on which Completion should occur, the Seller or the Purchaser is in breach of any of its respective obligations under Clause 6.14 (Execution of the Notary Letter) or Clause 7.2 (Completion actions) subclause (a), (f), (g), (h), (l), (m) or (o) and such breach results in Completion not occurring in accordance with Clause 7.1 (Completion date and place) and Clause 7.2 (Completion actions), then, without prejudice to any other rights and remedies available to it, the non-Defaulting Party shall be entitled by written notice served on the Defaulting Party on or after the Completion Date, in accordance with Clause 7.1 (Completion date and place), to terminate this Agreement.
