Review Date. 4.1 On or prior to the Review Date, the Franchisee shall demonstrate to the Secretary of State (in a manner satisfactory to him in form and substance) that the conditions precedent are likely to be fully satisfied by the Start Date. 4.2 If the Secretary of State is not so satisfied at the Review Date, he may promptly afterwards by service of a notice on the Franchisee: (a) waive any relevant condition precedent pursuant to clause 3.2 or set, by specifying in that notice either: (i) a new Review Date; (ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or (iii) a new Start Date; or (b) terminate the Franchise Agreement on the Start Date or such earlier date as the Secretary of State may specify in that notice. 4.3 If the Franchisee has not satisfied the conditions precedent or they have not been waived by the Secretary of State by the Start Date, he may promptly by service of a notice on the Franchisee either: (a) set, by specifying in that notice, either: (i) a new Start Date; or (ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or (b) terminate the Franchise Agreement with effect from the Start Date, or such later date as the Secretary of State may specify in such notice, which shall be no later than 14 days after that Start Date. 4.4 On service of a notice by the Secretary of State pursuant to clause 4.2(b) or 4.3(b), the Franchise Agreement shall terminate on the date specified in that notice. 4.5 On such termination, neither party shall have any liability to the other party, save in respect of: (a) their respective obligations as to confidentiality under Schedule 17 (Confidentiality and Freedom of Information) of the Franchise Agreement; (b) any other obligations which either expressly or by their nature survive the termination of the Franchise Agreement; and (c) any breach of their respective obligations hereunder or under the Franchise Agreement arising in respect of the period prior to (and including) the date of termination of the Franchise Agreement.
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Samples: Conditions Precedent Agreement, Conditions Precedent Agreement, Conditions Precedent Agreement
Review Date. 4.1 On or prior to the Review Date, the Franchisee shall demonstrate to the Secretary of State (in a manner satisfactory to him in form and substance) that the conditions precedent are likely to be fully satisfied by the Start Date.
4.2 If the Secretary of State is not so satisfied at the Review Date, he may promptly afterwards by service of a notice on the Franchisee:
(a) waive any relevant condition precedent pursuant to clause 3.2 or set, by specifying in that notice either:
(i) a new Review Date;
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(iii) a new Start Date; or
(b) terminate the Franchise Agreement on the Start Date or such earlier date as the Secretary of State may specify in that notice.
4.3 If the Franchisee has not satisfied the conditions precedent or they have not been waived by the Secretary of State by the Start Date, he may promptly afterwards by service of a notice on the Franchisee either:
(a) set, by specifying in that notice, either:
(i) a new Start Date; or
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(b) terminate the Franchise Agreement with effect from the Start Date, or such later date as the Secretary of State may specify in such notice, which shall be no later than 14 days after that Start Date.
4.4 On service of a notice by the Secretary of State pursuant to clause 4.2(b) or 4.3(b), the Franchise Agreement shall terminate on the date specified in that notice.
4.5 On such termination, neither party shall have any liability to the other party, save in respect of:
(a) their respective obligations as to confidentiality under Schedule 17 (Confidentiality and Freedom of Information) of the Franchise Agreement;
(b) any other obligations which either expressly or by their nature survive the termination of the Franchise Agreement; and
(c) any breach of their respective obligations hereunder or under the Franchise Agreement arising in respect of the period prior to (and including) the date of termination of the Franchise Agreement.
Appears in 2 contracts
Samples: Conditions Precedent Agreement, Conditions Precedent Agreement
Review Date. 4.1 On or prior to the Review Date, the Franchisee shall demonstrate to the Secretary of State (in a manner satisfactory to him in form and substance) that the conditions precedent are likely to be fully satisfied by the Start Date.
4.2 If the Secretary of State is not so satisfied at the Review Date, he may promptly afterwards by service of a notice on the Franchisee:
(a) waive any relevant condition precedent pursuant to clause Clause 3.2 or set, by specifying in that notice either:
(i) a new Review Date;
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(iii) a new Start Date; or
(b) terminate the Franchise Agreement on the Start Date or such earlier date as the Secretary of State may specify in that notice.
4.3 If the Franchisee has not satisfied the conditions precedent or they have not been waived by the Secretary of State by the Start Date, he the Secretary of State may promptly by service of a notice on the Franchisee either:
(a) set, by specifying in that notice, either:
(i) a new Start Date; or
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(b) terminate the Franchise Agreement with effect from the Start Date, or such later date as the Secretary of State may specify in such notice, which shall be no later than 14 fourteen (14) days after that Start Date.
4.4 On service of a notice by the Secretary of State pursuant to clause Clause 4.2(b) or Clause 4.3(b), the Franchise Agreement shall terminate on the date specified in that notice.
. 4.5 On such termination, neither party shall have any liability to the other party, save in respect of:
(a) their respective obligations as to confidentiality under Schedule 17 (Confidentiality and Freedom of Information) of the Franchise Agreement;
(b) any other obligations which either expressly or by their nature survive the termination of the Franchise Agreement; and
(c) any breach of their respective obligations hereunder or under the Franchise Agreement arising in respect of the period prior to (and including) the date of termination of the Franchise Agreement.NOT USED. 5. COMPETITION
Appears in 1 contract
Samples: Conditions Precedent Agreement
Review Date. 4.1 On or prior to the Review Date, the Franchisee shall demonstrate to the Secretary of State (in a manner satisfactory to him in form and substance) that the conditions precedent are likely to be fully satisfied by the Start Date.
4.2 If the Secretary of State is not so satisfied at the Review Date, he may promptly afterwards by service of a notice on the Franchisee:
(a) waive any relevant condition precedent pursuant to clause Clause 3.2 or set, by specifying in that notice either:
(i) a new Review Date;
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(iii) a new Start Date; or
(b) terminate the Franchise Agreement on the Start Date or such earlier date as the Secretary of State may specify in that notice.
4.3 If the Franchisee has not satisfied the conditions precedent or they have not been waived by the Secretary of State by the Start Date, he the Secretary of State may promptly by service of a notice on the Franchisee either:
(a) set, by specifying in that notice, either:
(i) a new Start Date; or
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(b) terminate the Franchise Agreement with effect from the Start Date, or such later date as the Secretary of State may specify in such notice, which shall be no later than 14 fourteen (14) days after that Start Date.
4.4 On service of a notice by the Secretary of State pursuant to clause Clause 4.2(b) or Clause 4.3(b), the Franchise Agreement shall terminate on the date specified in that notice.
4.5 On such termination, neither party shall have any liability to the other party, save in respect of:
(a) their respective obligations as to confidentiality under Schedule 17 (Confidentiality and Freedom of Information) of the Franchise Agreement;
(b) any other obligations which either expressly or by their nature survive the termination of the Franchise Agreement; and
(c) any breach of their respective obligations hereunder or under the Franchise Agreement arising in respect of the period prior to (and including) the date of termination of the Franchise Agreement.
Appears in 1 contract
Samples: Conditions Precedent Agreement
Review Date. 4.1 On or prior to the Review Date, the Franchisee shall demonstrate to the Secretary of State (in a manner satisfactory to him in form and substance) that the conditions precedent are likely to be fully satisfied by the Start Date.
4.2 If the Secretary of State is not so satisfied at the Review Date, he may promptly afterwards by service of a notice on the Franchisee:
(a) waive any relevant condition precedent pursuant to clause Clause 3.2 or set, by specifying in that notice either:
(i) a new Review Date;
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(iii) a new Start Date; or
(b) terminate the Franchise Agreement on the Start Date or such earlier date as the Secretary of State may specify in that notice.
4.3 If the Franchisee has not satisfied the conditions precedent or they have not been waived by the Secretary of State by the Start Date, he the Secretary of State may promptly by service of a notice on the Franchisee either:
(a) set, by specifying in that notice, either:
(i) a new Start Date; or
(ii) a new Review Date and a new Start Date, provided that any such new Review Date shall be no more than one calendar month prior to such new Start Date; or
(b) terminate the Franchise Agreement with effect from the Start Date, or such later date as the Secretary of State may specify in such notice, which shall be no later than 14 fourteen (14) days after that Start Date.
4.4 On service of a notice by the Secretary of State pursuant to clause Clause 4.2(b) or Clause 4.3(b), the Franchise Agreement shall terminate on the date specified in that notice.. 5. COMPETITION
4.5 On such termination, neither party shall have any liability to 5.1 For the other party, save in respect ofpurposes of this Clause 5:
(a) their respective obligations as to confidentiality under Schedule 17 “Commitment” means:
(Confidentiality and Freedom of Informationi) where the Transaction is within the jurisdiction of the Franchise Agreement;CMA, undertakings in lieu of reference for a second phase investigation offered by any of the Parent, the Franchisee or any Affiliate that the CMA is able to accept pursuant to Section 73(2) Enterprise Act 2002 in relation to the Transaction; or
(bii) where the Transaction is notified to the European Commission under Council Regulation (EC) 139/2004 concerning the control of concentrations between undertakings as amended from time to time the giving by any other obligations which either expressly or by their nature survive the termination of the Franchise Agreement; and
(c) Parent, the Franchisee or any breach Affiliate to the European Commission of their respective obligations hereunder or under commitments to enable the Franchise Agreement European Commission to conclude that the concentration arising in respect out of the period prior Transaction would not impede effective competition in the common market or a substantial part of it and declare it compatible with the common market pursuant to (and includingArticle 6(1)(b) the date of termination of the Franchise Agreement.EU Merger Regulation;
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Samples: Conditions Precedent Agreement
