Seller to have opportunity to remedy breaches Sample Clauses

Seller to have opportunity to remedy breaches. If a breach is capable of remedy, the Purchasers shall only be entitled to compensation if they give the Seller written notice of the breach and the breach is not remedied within 20 Business Days after the date on which such notice is served on the Seller. Without prejudice to its duty to mitigate any Loss, the Purchasers shall provide all reasonable assistance to the Seller to remedy any such breach, upon the Seller’s reasonable written request and provided that nothing in this clause 12.16 shall require the Purchasers to incur any costs.

Seller to have opportunity to remedy breaches. If a breach of the Seller’s Warranties is capable of remedy, the Purchaser shall only be entitled to compensation if the breach is not remedied by the Seller within thirty (30) days of it becoming aware of such breach. Without prejudice to its duty to mitigate any loss, the Purchaser shall (or shall procure that any relevant Target Company shall) provide all reasonable assistance to the Seller to remedy any such breach provided that the Seller shall indemnify and compensate the Purchaser for all costs reasonably incurred by the Purchaser in providing such assistance. 1. The Purchaser is validly incorporated, in existence and duly registered under the Laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement. 2. The Purchaser has obtained all corporate authorisations and (other than to the extent relevant to the Conditions Precedent) all other governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into and perform its obligations under this Agreement. 3. Entry into and performance by the Purchaser of this Agreement and/or any Transaction Document to which it is a party will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) (subject, where applicable, to fulfilment of the Conditions) result in a breach of any Laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party. 4. The Purchaser is not insolvent or bankrupt under the Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser and no event has occurred to give the right to enforce such security. 5. So far as the Purch...

Seller to have opportunity to remedy breaches. If a breach of the Seller’s Representations and Warranties or covenants hereunder or other matter giving rise to a Claim is capable of remedy, the Purchaser shall only be entitled to compensation if it gives the Seller written notice of the breach (or other matter) and the breach (or other matter) is not remedied by or on behalf of the Seller within 30 days after the date on which such notice is served on the Seller or, earlier the situation requires that the breach in question be remedied with a shorter period or, later if the Claim cannot be remedied within such 30-day period. Without prejudice to its duty to mitigate any loss in the conditions set forth in paragraph 8 above, the Purchaser shall (or shall procure that any relevant member of the Purchaser Group shall) provide, at the Seller’s cost, all reasonable assistance to the Seller to remedy any such breach, or other matter (as the case may be). The Purchaser shall not be entitled to bring any Claim for Costs resulting from a fact or an event, if prior to its execution of the Offer Letter, the Purchaser was aware of said fact or event, knew that Seller made a misrepresentation in connection with said fact or event, and that it was likely that said misrepresentation would result in a Claim being made.

Seller to have opportunity to remedy breaches. If a breach of this Agreement or the US APA is capable of remedy, the Purchaser shall only be entitled to compensation if it gives the relevant Seller written notice of the breach and the breach is not remedied within [***] after the date on which such notice is served on the relevant Seller. Without prejudice to its duty to mitigate any Loss, the Purchaser shall (or shall procure that any relevant member of the Purchaser Group shall) provide (at the expense of the relevant Seller) all reasonable assistance to the relevant Seller to remedy any such breach.

Seller to have opportunity to remedy breaches. If a breach of the Warranties is capable of remedy, the Purchaser shall only be entitled to compensation if it gives the Seller written notice of the breach and the breach is not remedied within 30 days after the date on which such notice is served on the Seller. Without prejudice to its duty to mitigate any loss, the Purchaser shall (or shall procure that any relevant member of the Purchaser Group shall) provide all reasonable assistance to the Seller (subject to the Purchaser or the relevant member of the Purchaser Group being indemnified by the Seller against all reasonable out of pocket costs and expenses incurred in respect of such assistance) to remedy any such breach.

Seller to have opportunity to remedy breaches. If a breach of the Seller’s Representations and Warranties or covenants hereunder or other matter giving rise to a Claim is capable of remedy, the Purchaser shall only be entitled to compensation if it gives the Seller written notice of the breach (or other matter) and the breach (or other matter) is not remedied by or on behalf of the Seller within 30 days after the date on which such notice is served on the Seller or, earlier the situation requires that the breach in question be remedied with a shorter period or, later if the Claim cannot be remedied within such 30-day period. Without prejudice to its duty to mitigate any loss in the conditions set forth in paragraph 8 above, the Purchaser shall (or shall procure that any relevant member of the Purchaser Group shall) provide, at the Seller’s cost, all reasonable assistance to the Seller to remedy any such breach, or other matter (as the case may be). The Purchaser shall not be entitled to bring any Claim for Costs resulting from a fact or an event, if prior to its execution of the Offer Letter, the Purchaser was aware of said fact or event, knew that Seller made a misrepresentation in connection with said fact or event, and that it was likely that said misrepresentation would result in a Claim being made.