One Transaction. This Agreement relates to the transaction recorded and contemplated herein and no other transaction.
One Transaction. All actions and transactions constituting the Closing pursuant to Paragraph 4.2 will be regarded as one and single transaction so that, at the option of the Party having interest to the carrying out of the specific action or transaction, no action or transaction will be deemed to have taken place if and until all other actions and transactions constituting the Closing will have taken place as provided in this Agreement.
One Transaction. All the actions and deliveries which are required to take place at Closing shall be deemed to take place simultaneously and such actions and deliveries are to be considered one and the same action, so that, at the option of the Party having interest in the carrying out of the specific action or delivery, Closing shall not be deemed to have occurred unless and until all such actions and deliveries take place as provided in this Agreement.
One Transaction. All actions and transactions constituting the Closing of the Option pursuant to section 4.3 above shall be regarded as one single transaction, so that, at the option of the Party having interest in the performance of any relevant specific action or transaction, no action or transaction constituting the Closing of the Option shall be deemed to have taken place if and until all other actions and transactions constituting the Closing of the Option shall have been properly performed in accordance with the provisions of this Agreement.
One Transaction. All actions and transactions constituting Closing pursuant to this Agreement shall be regarded as one single transaction so that, at the option of the Party having interest in carrying out of the specific action or transaction, no action or transaction shall be deemed to have taken place unless and until all other actions and transactions constituting Closing shall have taken place as provided in this Agreement.
One Transaction. It is agreed that all actions and transactions constituting the Closing pursuant to Sections 2.11 and 2.12 (including the completion of the Contribution in Kind and the sale of the Shares) shall be regarded as one single transaction so that, at the option of the Party having interest in the carrying out of the specific action or transaction, no action or transaction shall be deemed to have taken place unless and until all other actions and transactions constituting the Closing shall have taken place as provided in this Agreement.
One Transaction. It is hereby agreed and understood that all actions and transactions under Section 7.2 preceding, including, without limitation, the payment of the Purchase Price and the Management Shares Consideration, the transfer of the Target Shares and the Management Faster Shares, and any other Closing deliveries by all Parties, shall be regarded, for the purposes of the Closing, as one single transaction, so that, at the option of the Party having interest in the performance of the relevant specific action or transaction, no action or transaction constituting the Closing shall be deemed to have taken place unless and until all other actions and transactions constituting the Closing shall have been performed as provided in this Agreement. The Parties acknowledge the essential nature of this provision.
One Transaction. All actions and transactions set forth in Section 7.2 (Actions and deliveries at Closing) shall be regarded as one single transaction so that such actions and transactions shall be deemed to occur simultaneously, and no such action or transaction shall be deemed to have been consummated until all such transactions have been consummated. If any action or transaction constituting the Closing as set forth in Section 7.2 is not fulfilled in full compliance with this Agreement, at the option of the Party having interest to the fulfilment or proper performance of such action or transaction, (i) such Party shall be entitled (notwithstanding Section 10.6 (Sole Remedy)) to refuse to fulfil its obligations set forth in Section 7.2 unless and until all the other actions and transactions constituting the Closing as set forth therein shall have taken place as provided in this Agreement or (ii) to the maximum possible extent, any and all the other actions and transactions performed in the context of the Closing shall be unwound and reversed back so as to reconstitute the original status quo.
One Transaction. Additionally, the Parties agree that the transfers of the Transferred Properties are one indivisible transaction and the Closing of one transaction is contingent upon the Closing of both simultaneously.
One Transaction. Any and all actions and transactions constituting the Closing (including all the documents to be executed on the Closing Date and deliveries to be carried out on the Closing Date) pursuant to this Agreement, and any and all actions and transactions constituting the closing (including all the documents to be executed on the closing date and deliveries to be carried out on the closing date) pursuant to the MIP SPA and the Subscription Agreements, shall be regarded for the purposes of the Closing as one single transaction so that, at the option of the Party having an interest in the carrying out of the specific action or transaction, no such action or transaction shall be deemed to have been consummated until all others actions and transactions constituting the Closing and the closing under the MIP SPA and the closing under the Subscription Agreements have been consummated. For the avoidance of doubt, notwithstanding Paragraph 2.1(vi), Buyer may elect to consummate the Closing, at its discretion, even if one or more of the Sellers fail to transfer their respective Shares, without prejudice to such Seller’s liability arising out of the breach of its obligations under this Agreement or the MIP SPA (as the case may be). Notwithstanding anything to the contrary, the parties shall cooperate in good faith to agree on and implement closing mechanics in respect of this Agreement, the MIP SPA and the Subscription Agreements such that (i) each of the steps of the closing under each of the foregoing agreements occurs substantially concurrently, and (ii) the delivery of any cash payments made pursuant to this Agreement and the Subscription Agreements, respectively, will be subject to netting. In addition, the Parties acknowledge that the Violet Parties may wish to assign and transfer (intestare fiduciariemente) the Xxxxxx Xxxxx Shares, on a fiduciary basis, to the Fiduciary Company pursuant to and for the purpose of Law. No. 1939/1966, prior to Closing for the purpose of facilitating the Closing and, if the Violet Parties so elect, the Parties agree to implement such fiduciary construct in a customary manner, including by making any relevant changes to the Closing mechanics otherwise contemplated herein.
