Breach of Completion Obligations Sample Clauses

Breach of Completion Obligations. 7.3.1 If the Seller or the Purchaser breaches any obligation under Clause 6.12 (Funding of Completion amounts), Clause 6.13 (Delivery of the Leakage Notice), Clause 6.9.5 in respect of delivery of the Assignment Notice, Clause 6.9.8 in respect of delivery of the ICL Notice or Clause 7.2 (Completion actions), thereby a “Defaulting Party”, and such breach results in Completion not occurring in full compliance with Clause 7.1 (Completion date and place) and Clause 7.2 (Completion actions), then, in addition and without prejudice to any other rights and remedies available to it, the non-Defaulting Party shall be entitled (but not obliged) to effect Completion on the Completion Date insofar as practicable having regard to the defaults that have occurred. 7.3.2 If on the date, in accordance with Clause 7.1 (Completion date and place), on which Completion should occur, the Seller or the Purchaser is in breach of any of its respective obligations under Clause 6.14 (Execution of the Notary Letter) or Clause 7.2 (Completion actions) subclause (a), (f), (g), (h), (l), (m) or (o) and such breach results in Completion not occurring in accordance with Clause 7.1 (Completion date and place) and Clause 7.2 (Completion actions), then, without prejudice to any other rights and remedies available to it, the non-Defaulting Party shall be entitled by written notice served on the Defaulting Party on or after the Completion Date, in accordance with Clause 7.1 (Completion date and place), to terminate this Agreement.

Breach of Completion Obligations. If a Party breaches any obligation under this Clause 7 (such Party, the "Defaulting Party" and the other Party, the "Non-Defaulting Party"), the Non-Defaulting Party may choose not to proceed with Completion and set a new date for Completion, subject to the TPEx approving such new date as the delisting date. If on the new date set for Completion in accordance with this Clause 7.6, the Defaulting Party breaches any of its obligations under this Clause 7, the Non-Defaulting Party shall, without prejudice to any other rights and remedies available to it, be entitled by written notice served on the Defaulting Party to terminate this Agreement. 8.1 Post-Completion organisation plan Schedule 6 (Post-Completion organisation plan) contains a number of post-Completion matters relating to the HMI Group. 8.2 D&O insurance and indemnity 8.2.1 Subject to Completion and Clause 8.2.2, and to the extent permitted by Law, ASML shall cause the HMI Group Companies to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the Signing Date or who becomes prior to the Completion Date, an officer, supervisor or director of any of the HMI Group Companies (the "D&O Indemnified Parties") against any and all Liabilities incurred by the D&O Indemnified Party as a result of any threatened or actual claim, action, suit, proceeding or investigation (the "Action"), brought by any party other than any HMI Group Company or any ASML Group Company in connection with the fact that he or she has acted as an officer, supervisor or director of any of the HMI Group Companies at any time prior to Completion. This indemnity shall lapse after a period of six (6) years from the Completion Date. 8.2.2 The D&O Indemnified Party will not be indemnified under the indemnity set out in Clause 8.2.1 with respect to Actions that relate to the gaining in fact of personal profits, advantages or remuneration to which the D&O Indemnified Party was not legally entitled, or if the D&O Indemnified Party shall have been adjudged to be liable for fraud, wilful misconduct, gross negligence or intentional recklessness in respect of the Action for which the D&O Indemnified Party is seeking indemnification. The indemnity set out in Clause 8.2.1 shall have no force and effect if and for as long as any Liability is recoverable under any insurance policy, including but not limited to the current directors' and officers' liability insurance policies maintained by the HMI Group. 8.2.3 ASM...

Breach of Completion Obligations. 17 If any foregoing provision of this Clause 7 is not complied with in any respect, the Purchaser (in the case of non-compliance by the Seller) or the Seller (in the case of non-compliance by the Purchaser) shall be entitled (in addition to and without prejudice to all other rights or remedies available to it, including the right to claim damages) by Notice to the other: 7.6.1 in the case of material non-compliance with Clause 7.2, to terminate this Agreement (other than the Surviving Clauses) and each of the other Transaction Documents; 7.6.2 to effect Completion so far as practicable having regard to the defaults which have occurred; or 7.6.3 to fix a new date for Completion, not being later than four Business Days, in which case the foregoing provisions of Clause 7.4 shall apply to Completion as so deferred.

Breach of Completion Obligations. If any of the Sellers fails to comply with any material obligation in paragraphs 1.1 or 2 of Schedule 5, or any of the Purchasers fails to comply with the obligations in Clauses 6.3, 6.4 or paragraphs 1.2 or 2 of Schedule 5, then Completion shall not occur and the Principal Purchaser, in the case of non-compliance by the Sellers, or the Principal Seller, in the case of non-compliance by the Purchasers, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Principal Seller or the Principal Purchaser, as the case may be, served on the Completion Date: 6.5.1 to terminate this Agreement (other than Clauses 1, 13, 14 and 15.5 to 15.22) without liability on its part; or 6.5.2 to effect Completion so far as practicable having regard to the defaults which have occurred (provided that (unless otherwise agreed by the Principal Seller and the Principal Purchaser) Completion must take place in respect of all the Assets at the same time); or 6.5.3 to fix a new date for Completion (not being more than 20 Business Days after the agreed date for Completion) in which case the provisions of this Clause 6 and Schedule 5 shall apply to Completion as so deferred but provided such deferral may only occur once.

Breach of Completion Obligations. If any Party fails to comply with any of its obligations under Clause 5, the non-defaulting Parties shall be entitled, in addition and without prejudice to all other rights and remedies available to it (including any right to claim payment of damages), through a written notification to the defaulting Party: a. to require the defaulting Party to proceed with, and effect, Completion to the extent practicable (taking into consideration the defaults that have occurred) and set a new date for the finalization of Completion through the effecting of the remaining obligations and actions as set out in the Completion Agenda on such date, in which event: (i) the provisions of this Agreement shall apply as if that later date were the date originally set for Completion (and, for the avoidance of doubt, it is agreed that in that event the Completion Date shall, for the purposes of this Clause 5.4, be on this later date and that the Parties' rights under this Clause 5.4 shall remain in effect); and (ii) if the Purchaser is the defaulting Party, in addition to any other accrued interest, an amount equal to the commercial statutory interest (wettelijke handelsrente) as defined in article 6:119a of the Dutch Civil Code (at the then applicable rate) shall accrue on the Purchase Price from the date originally set for Completion until the date of payment of the Purchase Price; or b. to terminate this Agreement with immediate effect by way of written notice to the other Party.

Breach of Completion Obligations. Subject to Clause 5.3(a), if the obligations of the Purchaser or the Seller under Clause 8.2 and Schedule 2 are not complied with on the Completion Date in any material respect, the Seller (in the case of a default by the Purchaser) or the Purchaser (in the case of a default by the Seller) shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by Notice to the Purchaser or the Seller as the case may be: (a) to defer Completion until the last Business Day of the calendar month after the date that Completion would have otherwise occurred (so that the provisions of this Clause 8.3 shall apply to Completion as so deferred), provided that (x) the Parties shall not be entitled to defer Completion to any date falling after the first anniversary of the Original SPA Date, and (y) the Parties shall use all commercially reasonable endeavours to agree to proceed to Completion on an earlier date, on the basis of a mechanism by which the Completion Accounts Effective Time occurs on the last Business Day of the prior calendar month, and the DivestCo Group is held on a locked box basis from such time until the deferred Completion Date (and such other amendments to the Agreement as required to give effect to such arrangement); (b) to require the Parties to proceed to Completion as far as practicable, having regard to the defaults which have occurred (and without limiting the rights under this Agreement), and provided that the defaulting party shall use reasonable best endeavours to mitigate any defaults that have occurred; or (c) subject to Completion having first been deferred at least once in accordance with Clause 8.3(a) and the Parties having used reasonable endeavours to effect Completion during that period, to terminate this Agreement by Notice to the Purchaser or the Seller as the case may be.

Breach of Completion Obligations. If any party fails to comply with any material obligation in Schedule 9, the Purchaser, in the case of non-compliance by any relevant Seller, or the relevant Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Purchaser or the relevant Seller, as applicable, served on the Completion Date: 6.3.1 to effect the relevant Completion so far as practicable having regard to the defaults which have occurred and without limiting its rights under this Agreement; or 6.3.2 to fix a new date for the relevant Completion (being not more than 20 BMM Business Days, 20 Lisheen Business Days or 20 Namibia Business Days (as the case may be) after the agreed date for the BMM Completion, the Lisheen Completion and the Namibia Completion respectively) in which case the provisions of this Clause 6 and Schedule 9 shall apply to that Completion as so deferred but provided such deferral may only occur once.

Breach of Completion Obligations. Without prejudice to Clauses 4.3(C) and 9.10, if any Party (the “defaulting Party”) fails to comply with its obligations as set out in Clause 6.2 and Schedule 2 in full, the non-defaulting Party shall be entitled (in addition to and without prejudice to all rights and remedies available to the non-defaulting Party including the right to claim damages, indemnification or other compensation) by written notice to the defaulting Party: (A) to terminate this Agreement (other than Clauses 1, 10, 11.2 and 11.7 to 11.12) without liability on its part; or (B) to effect Completion so far as practicable having regard to the defaults which have occurred; or (C) to fix a new date for Completion (being not more than twenty (20) Business Days after the agreed date for Completion) in which case Clause 6.2 and Schedule 2 shall apply to Completion as so deferred but provided such deferral may only occur once.

Breach of Completion Obligations. If any of the documents required to be delivered to any Party on Completion is not forthcoming for any reason or if in any other respect the provisions of Clause 6.2 and Schedule 4 are not fully complied with by any of the Parties, the Party that is not in default shall be entitled by giving written notice to the other Parties (in addition to and without prejudice to all other rights and remedies available to it, including the right to claim damages): (a) to elect to terminate this Agreement (other than the Surviving Provisions) as against the other Parties, without liability on the part of the terminating Party and Clause 11.3(b) shall apply; (b) to effect Completion so far as practicable having regard to the defaults which have occurred; (c) to specific performance of this Agreement; or (d) to fix a new date for Completion (not being more than 14 days after the Completion Date) in which case the foregoing provisions of this Clause 6.3 shall apply to Completion as so deferred.