Completion simultaneous. (a) Subject to clause 4.4(b), the actions to take place as contemplated by this clause 4 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence: (1) there is no obligation on any party to undertake or perform any of the other actions; (2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and (3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 and Schedule 4 and must each repay to the other all payments received by it under clause 4.2(a)4 and Schedule 4, without prejudice to any other rights any party may have in respect of that failure. (b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 of Schedule 4 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 of Schedule 4. 5 Completion Accounts
Appears in 2 contracts
Sources: Share Sale Agreement, Share Sale Agreement (Homeaway Inc)
Completion simultaneous. (a) Subject to clause 4.4(b), the actions to take place at Completion as contemplated by this clause 4 and Schedule 4 are interdependent and must take placeand, as nearly as possibleunless otherwise stated, simultaneouslyall actions required to be performed by a party at Completion, once those actions are completed, are taken to have occurred simultaneously on the Completion Date. If one action does any obligation specified in this clause 4 is not take placeperformed on or before Completion then, then without prejudice to any limiting the rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) parties, Completion is taken not to have occurred and any document delivered, or payment made, under clause 4 must be returned to the extent party that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 and Schedule 4 and must each repay to the other all payments received by it under clause 4.2(a)4 and Schedule 4, without prejudice to any other rights any party may have in respect of that failureor paid it.
(b) The Buyer SPAC may, in its sole discretion, waive any or all of the actions that the Seller is Sellers are required to perform under paragraph 3.1 of Schedule 4 clause 4.2 and the Seller Representative, on behalf of the Sellers, may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 of Schedule 4. 5 Completion Accountsclause 4.2.
Appears in 2 contracts
Sources: Share Transfer Agreement (Tritium DCFC LTD), Business Combination Agreement (Decarbonization Plus Acquisition Corp II)
Completion simultaneous. (a) Subject to clause 4.4(b7.4(b), the actions to take place as contemplated by this clause 4 7 and Schedule 4 5 are interdependent and must take place, as nearly as possible, unless otherwise stated once performed are taken to have occurred simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 7.2(a) and Schedule 4 5 and must each repay to the other all payments received by it under clause 4.2(a)4 7.2(a) and Schedule 45, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 clause 2.1 of Schedule 4 5 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 2.2 of Schedule 4. 5 Completion Accounts5.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b5.8(b), the actions to take place as contemplated by this clause 4 and Schedule 4 5 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1i) there is no obligation on any party to undertake or perform any of the other actions;
(2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3iii) the Seller and the Buyer Purchaser must each return to the other all documents delivered to it under this clause 4.2(a)4 and Schedule 4 5 and must each repay to the other all payments received by it under this clause 4.2(a)4 and Schedule 45, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 of Schedule 4 and the Seller may, in its sole discretion, waive any or and all of the actions that the Buyer Purchaser or the Purchaser Guarantor is required to perform under paragraph 3.2 of Schedule 4. this clause 5 and the Purchaser may, in its sole discretion, waive the action that the Seller is required to perform under this clause 5.
(c) Completion Accountsis taken to have occurred when each party has performed its obligations under this clause 5.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b6.4(b), the actions to take place as contemplated by this clause 4 6 and Schedule 4 6 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the each Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 6.2(a) and Schedule 4 6 and must each repay to the other all payments received by it under clause 4.2(a)4 6.2(a) and Schedule 46, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the a Seller is required to perform under paragraph 3.1 clause 2.1 of Schedule 4 6 and the Seller Warrantor may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 2.2 of Schedule 4. 5 Completion Accounts6.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b5.4(b), the actions to take place as contemplated by this clause 4 5 and Schedule 4 3 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 5.2(a) and Schedule 4 3 and must each repay to the other all payments received by it under clause 4.2(a)4 5.2(a) and Schedule 43, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 clause 1.1 of Schedule 4 3 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 1.2 of Schedule 4. 5 Completion Accounts3.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b6.4(b), the actions to take place as contemplated by this clause 4 6 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller Sellers and the Buyer must each return to the other all documents delivered to it them under clause 4.2(a)4 6.2(a) and Schedule 4 and must each repay to the other all payments received by it under clause 4.2(a)4 6.2(a) and Schedule 4, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is Sellers are required to perform under paragraph 3.1 clause 2.1 of Schedule 4 and the Seller Sellers may, in its their sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 2.2 of Schedule 4. 5 Completion Accounts.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b7.4(b), the actions to take place as contemplated by this clause 4 7 and Schedule 4 3 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties Parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 7.2(a) and Schedule 4 3 and must each repay to the other all payments received by it under clause 4.2(a)4 3.3 and 7.2(a) and Schedule 43, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 clause 1.1 of Schedule 4 3 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 1.1 of Schedule 4. 5 Completion Accounts2.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b7.4(b), the actions to take place as contemplated by this clause 4 6 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 7.2(a) and Schedule 4 and must each repay to the other all payments received by it under clause 4.2(a)4 7.2(a) and Schedule 4, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 clause 2.1 of Schedule 4 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 2.2 of Schedule 4. 5 Completion Accounts.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b5.4(b), and with the exception of the payment of the Completion Payment, the actions to take place as contemplated by this clause 4 5 and Schedule 4 3 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1i) there is no obligation on any party to undertake or perform any of the other actions;
(2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3iii) the Seller and the Buyer must each return to the other all documents delivered to it it, under clause 4.2(a)4 5.2(a) and Schedule 4 3 and must each repay to the other all payments received by it under clause 4.2(a)4 3.2, clause 5.2(a) and Schedule 43, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 clause 1.1 of Schedule 4 3 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 1.2 of Schedule 4. 5 Completion Accounts3.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b9.4(b), the actions to take place as contemplated by this clause 4 9 and clause 2 of Schedule 4 5 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1i) there is no obligation on any party to undertake or perform any of the other actions;
(2ii) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3iii) the Seller and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 9.2(a) and Schedule 4 5 and must each repay to the other all payments received by it under clause 4.2(a)4 9.2(a) and Schedule 45, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is required to perform under paragraph 3.1 clause 2.1 of Schedule 4 5 and the Seller may, in its sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 2.2 of Schedule 45. 5 Completion AccountsAny waiver must be given in accordance with clause 19.
Appears in 1 contract
Completion simultaneous. (a) Subject to clause 4.4(b8.4(b), the actions to take place as contemplated by this clause 4 8 and Schedule 4 are interdependent and must take place, as nearly as possible, simultaneously. If one action does not take place, then without prejudice to any rights available to any party as a consequence:
(1) there is no obligation on any party to undertake or perform any of the other actions;
(2) to the extent that such actions have already been undertaken, the parties must do everything reasonably required to reverse those actions; and
(3) the Seller Sellers and the Buyer must each return to the other all documents delivered to it under clause 4.2(a)4 8.2(a) and Schedule 4 and must each repay to the other all any payments received by it under clause 4.2(a)4 8.2(a) and Schedule 4, without prejudice to any other rights any party may have in respect of that failure.
(b) The Buyer may, in its sole discretion, waive any or all of the actions that the Seller is Sellers are required to perform under paragraph 3.1 clause 2 of Schedule 4 and the Seller Sellers may, in its their sole discretion, waive any or all of the actions that the Buyer is required to perform under paragraph 3.2 clause 3 of Schedule 4. 5 Completion Accounts.
Appears in 1 contract