LONGSTOP DATE. 5.1 The Longstop Date is the date 3 months after the Anticipated Service Commencement Date.
LONGSTOP DATE. 1.1 Each of the parties hereby agrees that the definition of Long Stop Date shall be deleted in each of the Agreement and Side Letters in its entirety and replaced with:
LONGSTOP DATE. 6.8.1. For the avoidance of doubt the Council shall not be obliged to pay the Final Instalment or any proportion of the same unless the Practical Completion is reached prior to the Longstop Date and the Council shall be entitled to recover any monies paid in accordance with this Clause 6 in accordance with the conditions of Clause 8.
LONGSTOP DATE. If the Effective Date has not occurred on or before the Longstop Date then this Agreement will have no further effect, other than the obligations of the Borrower under Clause 7 (Fees and expenses) which will continue with full force and effect.
LONGSTOP DATE. If the Date of Practical Completion has not occurred by the Long-stop Date, either party may terminate this Agreement by giving written notice to the other at any time after the Long-stop Date whereupon this Agreement will be determined and neither party will have any liability to the other in respect of this Agreement.
LONGSTOP DATE. If the Brazil Closing Conditions have not been satisfied, or waived in accordance with paragraph 1.5 (Waiver and Fulfilment of Brazil Closing Conditions), by 31 December 2022 (the Brazil Longstop Date), then
(a) to the maximum extent permitted under Applicable Law, Novartis (or the relevant member of the Novartis Group, including Novartis Brazil), shall be permitted (and Alcon hereby authorises each of them) to take such steps as Novartis, acting reasonably, considers necessary or desirable to procure the satisfaction of the then outstanding Brazil Closing Conditions, including instructing the Brazilian Alcon Employees to take such steps as Novartis, acting reasonably, considers necessary or desirable to procure the satisfaction of the then outstanding Brazil Closing Conditions; and
(b) Alcon shall provide such assistance and shall provide such services as Novartis may reasonably request in connection any steps taken pursuant to paragraph (a) above or otherwise in connection with the satisfaction of the Brazil Closing Conditions. If the Brazil Conditions have not been satisfied or waived in accordance with paragraph 1.5 (Waiver and Fulfilment of Brazil Closing Conditions) within six months of the Brazil Longstop Date, the Parties shall refer the issue to the Separation Committee, which shall determine in good faith, given the facts and circumstances known at the time, the best way to proceed such that the Brazilian Alcon Transferring Assets (or as many of them as possible) can be transferred to Alcon Brazil or such member of the Alcon Group as may be nominated by Alcon as soon as reasonably practicable.
LONGSTOP DATE. Any Notified Claim for indemnification pursuant to Article 1 of this Schedule that has been notified to the Sellers in accordance with Article 2 of this Schedule prior to the end of the applicable Duration Period and which is at that time pending or challenged and for which payment has not been made shall survive the expiry of the applicable Duration Period in accordance with this Schedule to the extent still pending or challenged or unpaid at such date but shall terminate and be null and void unless proceedings between the Parties with respect to such Notified Claim have commenced within six months following the end of the applicable Duration Period (provided that, with respect to any Third-Party Claim relating to litigation brought against the Company, any Notified Claim in respect of such Third-Party Claim (that has been notified in good faith to the Sellers in accordance with Article 2 of this Schedule prior to the end of the applicable Duration Period) shall survive until finally resolved between the Purchaser and such third party pursuant to Article 2 of this Schedule). Any Notified Claim for indemnification in relation to Actual Costs, notified to the Sellers prior to the end of the applicable Duration Period and for which payment has not been made, shall survive the expiry of the applicable Duration Period to the extent still unpaid at such date but shall terminate and be null and void upon full repayment by the Sellers of the indemnification payments related to the Actual Costs.
LONGSTOP DATE. In view of the additional time in completing the finalisation of the Audited FY2018 Financial Results and Revised Valuation Report, the Company and the Sellers have also mutually agreed to extend the Longstop Date from 7 May 2019 to 31 July 2019 as the parties are still in the process of fulfilling, among others, the conditions precedent set out in the SPA and the application for extension of time to fulfil the condition of the Whitewash Waiver as detailed in paragraph 4 below.
LONGSTOP DATE. In the event that the Condition Precedent is not fulfilled by December 31, 2013 (or any extension thereof, as may mutually be agreed upon in writing by the Parties), the Company may, by written notice, terminate this Agreement and in such case shall not incur any liability due to such termination.
LONGSTOP DATE. If all of the conditions precedent under the SPA (save for those whose compliance with which has been waived in accordance with the terms of the SPA) have not been fulfilled on or before 5.00 p.m. (Singapore time) on 29 February 2024, the SPA shall lapse and no party shall have any claim against any other party under it, save for any claim arising from antecedent breaches of the SPA.
