Consequences of Non-Satisfaction of the Closing Condition Sample Clauses

Consequences of Non-Satisfaction of the Closing Condition. If the Closing Condition has not been satisfied, at the latest, 5 (five) months after the Signing Date, the Sellers, acting jointly, as well as the Purchaser may rescind this Agreement by written notice to the other Parties (Erklärung des Rücktritts vom Vertrag) with a copy to the acting notary. In case this Agreement is rescinded in accordance with this section 4.3, this Agreement shall cease to have force and effect and shall not create any binding obligation between the Parties except that sections 13 (Confidentiality and Public Communication), 14 (Purchaser’s Guarantor), 15 (Costs and Taxes), 16 (Notices) and 18 (Miscellaneous) shall remain in force and effect. If this Agreement is rescinded pursuant to sentence 1 of this subsection, the Purchaser shall reimburse the Sellers for all costs and expenses incurred in connection with the preparation and execution of this Agreement up to a maximum amount of EUR 250,000.00 (in words: Euro two hundred fifty thousand), provided that the information presented by Seller 1 to the Purchaser with respect to the German Federal Cartel Office filing was correct in all material regards.
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Consequences of Non-Satisfaction of the Closing Condition. 4.4.1 If the Closing has not occurred, at the latest, on 1 November 2008, each of the Parties may terminate this Agreement by giving a notice to the other Parties. If this Agreement is terminated in accordance with this Section, this Agreement shall cease to have force and effect and shall not create any binding obligation between the Parties except that Sections 13 (Confidentiality), 15 (Taxes and Costs), 16 (Notices) and 17 (Miscellaneous) shall remain in force and effect. In all other circumstances, the Purchaser shall not be entitled to terminate (or rescind) this Agreement (whether before or after Closing); this shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation.
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Related to Consequences of Non-Satisfaction of the Closing Condition

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • 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.

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:

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