Timeframe to achieve Closing and consequences of Conditions Precedent remaining unmet Sample Clauses

Timeframe to achieve Closing and consequences of Conditions Precedent remaining unmet. In any event, the Closing shall occur at the Long Stop Date the latest, unless otherwise agreed in writing by the Parties. Should the Closing not have occurred on or prior to the Long Stop Date as a result of actions/omissions of any of the Party i.e. (i) Sellers’ failure to complete Conditions Precedent or a Pre-closing breach by the Sellers (notably set forth in Article 7.4.1 below), for reasons that the Purchaser shall have the right to terminate this Agreement by written notice with immediate effect, or (ii) Purchaser’s failure to proceed with the Transfer (notably set forth in Article 7.4.2 below), for reasons that the Sellers shall have the right to terminate this Agreement by written notice with immediate effect; the other Party shall be entitled along the unilateral termination of this Agreement to request payment of the contractual penalty from the other Party. The Parties hereby agree that in case any of Conditions Precedent which full execution depends on the will/discretion of Authorities or third party (this not including Amiga related parties) and that such Conditions Precedent is not reached solely to the actions/omissions of such third party, whereas the Sellers used their best efforts and completed everything necessary and possible on their side, the Parties agree that there would be no contractual penalty imposed to the Sellers.
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Related to Timeframe to achieve Closing and consequences of Conditions Precedent remaining unmet

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

  • Conditions Precedent to Initial Transaction Buyer’s agreement to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that Buyer shall have received from Seller any fees and expenses payable hereunder, and all of the following documents, each of which shall be satisfactory to Buyer and its counsel in form and substance:

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Seller’s Conditions Precedent to Closing The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Seller:

  • BUYER’S CONDITIONS PRECEDENT TO CLOSING The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

  • Conditions Precedent to Obligation of Buyer Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:

  • CONDITIONS PRECEDENT TO MERGER 5.01 Conditions Precedent to Obligations of Parent, Sub and the Company. The respective obligations of Parent and Sub, on the one hand, and the Company, on the other hand, to effect the Merger are subject to the satisfaction or waiver (subject to applicable law) at or prior to the Effective Time of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the Parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

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