Common use of Completion simultaneous Clause in Contracts

Completion simultaneous. (a) Subject to clause 7.4(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 (3) the Seller and the Buyer 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) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under clause 2.1 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 clause 2.2 of Schedule 4.

Appears in 1 contract

Samples: Share Sale Agreement (Acco Brands Corp)

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Completion simultaneous. (a) Subject to clause 7.4(b), the actions to take place as contemplated by this clause 6 7 and Schedule 4 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: (1i) there is no obligation on any party to undertake or perform any of the other actions; (2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and (3iii) 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 4 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 43, 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 2.1 1.1 of Schedule 4 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 2.2 1.2 of Schedule 43.

Appears in 1 contract

Samples: Sale Agreement (Interoil Corp)

Completion simultaneous. (a) Subject to clause 7.4(b), the actions to take place as contemplated by this clause 6 7 and Schedule 4 5 are interdependent and must take place, as nearly as possible, unless otherwise stated once performed are 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: (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 7.2(a) and Schedule 4 5 and must each repay to the other all payments received by it under clause 7.2(a) and Schedule 45, 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 2.1 of Schedule 4 5 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 2.2 of Schedule 45.

Appears in 1 contract

Samples: Share Sale Deed (Harmony Gold Mining Co LTD)

Completion simultaneous. (a) Subject to clause 7.4(b6.4(b), the actions to take place as contemplated by this clause 6 and Schedule 4 6 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 each Seller and the Buyer must each return to the other all documents delivered to it under clause 7.2(a6.2(a) and Schedule 4 6 and must each repay to the other all payments received by it under clause 7.2(a6.2(a) and Schedule 46, 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 a Seller is required to perform under clause 2.1 of Schedule 4 6 and the Seller Warrantor may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 2.2 of Schedule 46.

Appears in 1 contract

Samples: Share Sale Agreement (Providence Service Corp)

Completion simultaneous. (a) Subject to clause 7.4(b9.4(b), the actions to take place as contemplated by this clause 6 9 and clause 2 of Schedule 4 5 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: (1i) there is no obligation on any party to undertake or perform any of the other actions; (2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and (3iii) the Seller and the Buyer must each return to the other all documents delivered to it under clause 7.2(a9.2(a) and Schedule 4 5 and must each repay to the other all payments received by it under clause 7.2(a9.2(a) and Schedule 45, 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 2.1 of Schedule 4 5 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 2.2 of Schedule 45. Any waiver must be given in accordance with clause 19.

Appears in 1 contract

Samples: Share Sale Deed (Newmont Goldcorp Corp /De/)

Completion simultaneous. (a) Subject to clause 7.4(b6.4(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 (3) the Seller Sellers and the Buyer must each return to the other all documents delivered to it them under clause 7.2(a6.2(a) and Schedule 4 and must each repay to the other all payments received by it under clause 7.2(a6.2(a) 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 Sellers are required to perform under clause 2.1 of Schedule 4 and the Seller Sellers may, in its their sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 2.2 of Schedule 4.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Global Payments Inc)

Completion simultaneous. (a) Subject to clause 7.4(b5.4(b), the actions to take place as contemplated by this clause 6 5 and Schedule 4 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: (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 7.2(a5.2(a) and Schedule 4 3 and must each repay to the other all payments received by it under clause 7.2(a5.2(a) and Schedule 43, 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 2.1 1.1 of Schedule 4 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 2.2 1.2 of Schedule 43.

Appears in 1 contract

Samples: Business Sale Agreement (CareDx, Inc.)

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Completion simultaneous. (a) Subject to clause 7.4(b5.4(b), and with the exception of the payment of the Completion Payment, the actions to take place as contemplated by this clause 6 5 and Schedule 4 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: (1i) there is no obligation on any party to undertake or perform any of the other actions; (2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and (3iii) the Seller and the Buyer must each return to the other all documents delivered to it it, under clause 7.2(a5.2(a) and Schedule 4 3 and must each repay to the other all payments received by it under clause 7.2(a3.2, clause 5.2(a) and Schedule 43, 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 2.1 1.1 of Schedule 4 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 2.2 1.2 of Schedule 43.

Appears in 1 contract

Samples: Share Purchase Agreement (Interoil Corp)

Completion simultaneous. (a) Subject to clause 7.4(b5.8(b), the actions to take place as contemplated by this clause 6 and Schedule 4 5 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: (1i) there is no obligation on any party to undertake or perform any of the other actions; (2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and (3iii) the Seller and the Buyer Purchaser must each return to the other all documents delivered to it under this clause 7.2(a) and Schedule 4 5 and must each repay to the other all payments received by it under this clause 7.2(a) and Schedule 45, 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 2.1 of Schedule 4 and the Seller may, in its sole discretion, waive any or and all of the actions that the Buyer Purchaser or the Purchaser Guarantor is required to perform under this clause 2.2 of Schedule 45 and the Purchaser may, in its sole discretion, waive the action that the Seller is required to perform under this clause 5. (c) Completion is taken to have occurred when each party has performed its obligations under this clause 5.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Clarus Corp)

Completion simultaneous. (a) Subject to clause 7.4(b8.4(b), the actions to take place as contemplated by this clause 6 8 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 Sellers and the Buyer must each return to the other all documents delivered to it under clause 7.2(a8.2(a) and Schedule 4 and must each repay to the other all any payments received by it under clause 7.2(a8.2(a) 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 Sellers are required to perform under clause 2.1 2 of Schedule 4 and the Seller Sellers may, in its their sole discretion, waive any or all of the actions that the Buyer is required to perform under clause 2.2 3 of Schedule 4.

Appears in 1 contract

Samples: Share Sale Agreement (Greenhill & Co Inc)

Completion simultaneous. (a) Subject to clause 7.4(b), the actions to take place as contemplated by this clause 6 7 and Schedule 4 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: (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 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 7.2(a) and Schedule 4 3 and must each repay to the other all payments received by it under clause 3.3 and 7.2(a) and Schedule 43, 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 2.1 1.1 of Schedule 4 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 2.2 1.1 of Schedule 42.

Appears in 1 contract

Samples: Assets Sale Deed (Magellan Petroleum Corp /De/)

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