Closing Delay. At the election of either party, evidenced by written notice, if the Effective Date shall not have occurred on or before March 31, 2002, or such later date as shall have been agreed to in writing by the parties; provided, however, that the right to terminate under this Section 7.1(b) shall not be available to either party whose failure to perform an obligation hereunder has been the cause of, or has resulted in, the failure of the Effective Date to occur on or before such date.
Closing Delay. By either BRBS or FVCB, evidenced by written notice, if the Merger has not been consummated by June 30, 2022 or such later date as shall have been agreed to in writing by the parties, provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose breach or failure to perform an obligation hereunder has been the cause of or resulted in the failure of the Merger to occur on or before such date;
Closing Delay. By either American or HomeTown, evidenced by written notice, if the Merger has not been consummated by September 30, 2019 or such later date as shall have been agreed to in writing by the parties, provided that the right to terminate under this Section 7.1(b) shall not be available to any party whose breach or failure to perform an obligation hereunder has caused the failure of the Merger to occur on or before such date;
Closing Delay. At the election of either party, evidenced by written notice, if (i) the Closing shall not have occurred on or before November 30, 1999, or such later date as shall have been agreed to in writing by the parties, provided however that the right to terminate under this Section 4.4(b) shall not be available to any party whose failure to perform an obligation hereunder has been the cause of, or has resulted in, the failure of the Closing to occur on or before such date; (ii) any approval or authorization of any governmental or regulatory authority, the lack of which would result in the failure to satisfy the closing condition set forth in Section 4.1(c) hereof, shall have been denied by such governmental or regulatory authority, or such governmental or regulatory authority shall have requested the withdrawal of any application therefor or indicated an intention to deny, or impose a condition of a type referred to in the proviso to Section 4.1(c) hereof with respect to, such approval or authorization, or (iii) the approval of the stockholders of D&N or Republic referred to in Section 4.1(a) hereof shall not have been obtained, provided that the electing party is not then in breach of its obligations under Section 3.4 hereof.
Closing Delay. If the Second Closing shall not have occurred on or before the first anniversary of the First Closing Date, Buyers shall assign their rights and interests under this Agreement to a third party in accordance with the requirements of Section 11.3(b) of this Agreement no later than thirty (30) days following the first anniversary of the First Closing Date (the "Assignment Deadline"). On the Assignment Deadline, Buyers shall pay to Sellers in cash by wire transfer of same-day funds in accordance with wire instructions provided by Sellers an amount equal to Four Million Dollars ($4,000,000). Until such time as the Second Closing shall have occurred, Buyers shall pay to Sellers in cash by wire transfer of same-day funds (a) an additional One Million Dollars ($1,000,000) at the end of each of the first three successive 90-day periods following the Assignment Deadline and (b) an additional Five Hundred Thousand Dollars ($500,000) at the end of the fourth successive 90-day period following the Assignment Deadline until the total of all payments made by Buyers to Sellers pursuant to this Section 10.7 shall equal Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Closing Delay Payments"). The aggregate amount of all Closing Delay Payments made to Sellers pursuant to this Section 10.7 shall be credited against the amount of the Second Closing Purchase Price.
Closing Delay. By Parent and NBB or FCB, evidenced by written notice, if the Merger has not been consummated by January 23, 2025 or such later date as shall have been agreed to in writing by the parties, provided that the right to terminate under this Section 7.1(b) shall not be available to any party whose breach or failure to perform an obligation hereunder has caused the failure of the Merger to occur on or before such date;
Closing Delay. If the Closing has not occurred on or prior to March 31, 2003, a delay penalty (the "DELAY PENALTY") shall begin accruing on a daily basis on April 1, 2003 and shall continue until the earlier of the Closing Date or the termination of this Agreement in accordance with Article VII hereof, provided, as of such date, each of the conditions to Seller's obligation have been fulfilled or are reasonably capable of being fulfilled within a reasonable time. Southern Union shall pay the Delay Penalty to Seller in accordance with this Section 5.20, and the Delay Penalty shall be calculated as follows:
(i) $100,000 per day in April, 2003;
(ii) $200,000 per day in May 2003; and
(iii) $300,000 per day on and after June 1, 2003; 62 Southern Union shall pay the Delay Penalty on the last day of xxxx xxxxxxxx xxxxh or, with respect to such month in which the Closing occurs or in which this Agreement is terminated in accordance with its terms, on the Closing Date or the termination date, as the case may be. For the avoidance of doubt, the Delay Penalty shall be retained by Seller whether or not the Closing occurs; provided, however, 25% of the Delay Penalty shall be credited towards Buyer's payment of the Estimated Purchase Price. Any Delay Penalty payable hereunder shall be paid exclusively by Southern Union and Seller shall have no claim against, and hereby releases, Buyer, Highstar and Funding and their respective affiliates (other than Southern Union) from any claim or Liability with respect to any such Delay Penalty.
Closing Delay. 6.6.1 Notwithstanding Section 6.5, if within 30 days of determination of the Put Purchase Price, the Corporation delivers to the Holders a certificate (the “Extension Certificate”) of its chief financial officer certifying that the Corporation and Trident Exploration (i) do not have the financial resources available to satisfy the Put Purchase Price on the Put Closing Date or (ii) would be in breach of any of its or their agreements or covenants with the Corporation’s or Trident Exploration’s lenders by virtue of the payment of the Put Purchase Price, then the Put Closing Date shall be extended to that date (the “Extended Put Closing Date”) being the earlier of (a) ten days after the date the Corporation or Trident Exploration obtains the necessary financial resources to satisfy the Put Purchase Price and (b) 12 months from the date the Corporation receives the Cash Put Notice.
6.6.2 In the event the Put Closing Date is extended, (i) the Corporation and Trident Exploration shall use and continue to use commercially reasonable efforts to obtain the necessary financial resources to satisfy the Put Purchase Price or obtain the necessary consents or waivers from their lenders as soon as possible, and (ii) within 10 days of delivery to the Holders of the Extension Certificate, the Corporation shall issue an unsecured and unsubordinated promissory note to each applicable Holder in the amount of the Put Purchase Price, on terms and conditions satisfactory to such Holder (but without any material covenants other than payment covenants and covenants no more onerous or restrictive on the Corporation than those contained in this Agreement), and bearing interest on such amount at a fixed annual rate of 12%. The terms and conditions of each promissory note shall contain gross-up provisions for withholding taxes similar to those contained in Section 6.4 of the Loan Agreement (as in effect on the date hereof). Such promissory notes shall be due and payable on the Extended Put Closing Date.
6.6.3 Throughout the period between the date of delivery of the Cash Put Notice and the Extended Put Closing Date, a Holder shall continue to have the right to exercise its Warrants in accordance with the terms of this Agreement. Each Holder agrees that if all of its Warrants to be purchased by the Corporation pursuant to this Article 6 are exercised by it within this period, the promissory note delivered to it pursuant to Section 6.6.2 shall promptly be cancelled. In the event that on...
Closing Delay. At the election of Bancorp or Potomac, evidenced by written notice, if the Closing shall not have occurred on or before April 15, 2007, or such later date as shall have been agreed to in writing by the Parties; provided, however, that the right to terminate under this Section 6.4(b) shall not be available to any Party whose failure to perform a material obligation hereunder has been the cause of, or has resulted in, the failure of the Closing to occur on or before such date.
Closing Delay. By Towne and Towne Merger Sub or Holding Company and Bank Subsidiary, evidenced by written notice, if the Transaction has not been consummated by March 31, 2018 or such later date as shall have been agreed to in writing by the parties, provided that the right to terminate under this Section 7.1(b) shall not be available to any party whose breach or failure to perform an obligation hereunder has caused the failure of the Transaction to occur on or before such date;
