Completion simultaneous. (a) Subject to clause 4.4(b), the actions to take place as contemplated by this clause 4 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 and Schedule 4 and must each repay to the other all payments received by it under clause 4.2(a)4 and Schedule 4, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 of Schedule 4 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 of Schedule 4. 5 Completion Accounts
Completion simultaneous. The actions of the Vendor under clause 3.3, and the actions of the Purchaser under clause 3.4, are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then there is no obligation on either Party to undertake to perform any of the other actions. To the extent that such actions have already been undertaken, the Parties must do everything reasonably required to reverse those actions.
Completion simultaneous. The actions to take place at Completion as contemplated by clauses 4.2, 4.3 and 4.4 are interdependent and must take place, as nearly as possible, simultaneously.If one action does not take place, then without prejudice to any rights available to any Party as a consequence:
(a) there is no obligation on any Party to undertake or perform any of the other actions; Confidential and Legally Privileged page 12
(b) to the extent that such actions have already been undertaken, the Parties must do everything reasonably required to reverse those actions; and
(c) each Party must return to the other all documents delivered to it under this clause 4, and must each repay to the other all payments received by it under this clause 4, without prejudice to any other rights any Party may have in respect of that failure.
Completion simultaneous. In respect of Completion:
(a) the obligations of the parties under this agreement are interdependent; and
(b) all actions required to be performed will be taken to have occurred simultaneously on the relevant Completion Date.
Completion simultaneous. (a) Subject to clause 3.5(b), the actions to take place as contemplated by this clause 3 are interdependent and must take place, as nearly as possible, simultaneously and will be taken to have occurred simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(i) there is no obligation on any party to undertake or perform any of the other actions;
(ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(iii) the parties must each return to the other all documents delivered to it under this clause 3 and must each repay to the other all payments received by it or made at its direction under this clause 3.
(b) A party may, in its sole discretion, waive in writing any or all of the actions that another party is required to perform under this clause 3.
(c) Completion is taken to have occurred when each party has performed its obligations under this clause 3.
Completion simultaneous. (a) Subject to clause 5.7(b), the actions to take place as contemplated by clause 5.1 are interdependent and must take place, as nearly as possible, simultaneously.
(b) EFR may, in its sole discretion, waive any or all of the actions that D&J or its Affiliates is required to perform under clause 5.1 and D&J may, in its sole discretion, waive any or all of the actions that EFR or its Affiliates is required to perform under clause 5.1.
Completion simultaneous. (a) Subject to clause 6.4(b), the actions to take place as contemplated by this clause 6 and Schedule 2 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 6.2(a) and Schedule 2 and must each repay to the other all payments received by it under clause 6.2(a) and Schedule 2, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions which the Seller is required to perform under clause 2.1 of Schedule 2 and the Seller may, in its sole discretion, waive any or all of the actions which the Buyer is required to perform under clause 2.2 of Schedule 2. 7 Prior to completion of the Australian Share Sale Agreement Between Completion and completion of the Australian Share Sale Agreement, the Buyer:
(a) must not sell, transfer, assign, trust, encumber, option, swap or in any other way alienate its legal or beneficial rights attaching to the Sale Shares, without the written consent of the Seller; and
(b) must use its reasonable endeavours to ensure that the business of the Sale Entity is conducted materially in the ordinary course and, in particular, that the Sale Entity does not:
(1) distribute or return any capital to its members;
(2) buy-back any of its shares;
(3) issue any shares, options or securities which are convertible into shares in the Sale Entity; or
(4) alter its constitution.
Completion simultaneous. (a) Subject to clause 6.4(b), the actions to take place as contemplated by this clause 6 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence: (1) there is no obligation on any party to undertake or perform any of the other actions; (2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
Completion simultaneous. (a) Subject to clause 7.4(b), the actions to take place as contemplated by this clause 7 and Schedule 3 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(i) there is no obligation on any party to undertake or perform any of the other actions;
(ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(iii) the Seller and the Buyer must each return to the other all documents delivered to it under clause 2.3, clause 7.2(a) and Schedule 3 and must each repay to the other all payments received by it under clause 3.2(b)(i) and 7.2(a) and Schedule 3, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under clause 1.1 of Schedule 3 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 1.2 of Schedule 3.
Completion simultaneous. (a) Subject to clause 7.4(b), the actions to take place as contemplated by this clause 7 and Schedule 4 that are to take place on Completion are interdependent and must take place, as nearly as possible, simultaneously. If one such action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) Xx Xxxxxx and Evolution must each return to the other all documents delivered to it under clause 7.2(a) and Schedule 4 and must each repay to the other all payments received by it under clause 7.2(a) and Schedule 4, without prejudice to any other rights any party may have in respect of that failure.
(b) Evolution may, in its sole discretion, waive any or all of the actions that Xx Xxxxxx is required to perform under clause 2.1 of Schedule 4 and Xx Xxxxxx may, in its sole discretion, waive any or all of the actions that Evolution is required to perform under clause 2.2 of Schedule 4.
