Consequences of Non-Satisfaction of the Closing Conditions Sample Clauses

Consequences of Non-Satisfaction of the Closing Conditions. If the Closing has not occurred at the latest, six (6) months after the date of this Agreement, Seller or Purchaser may withdraw from this Agreement (Rücktritt vom Vertrag) by written notice to the other Parties with a copy to the acting notary, unless the Party claiming such withdrawal is responsible for (hat zu vertreten) the non-fulfillment of the respective Closing Condition(s). If this Agreement is withdrawn in accordance with this Section 8.4, this Agreement shall cease to have force and effect and shall not create any binding obligation between the Parties except that Sections 16 (Confidentiality), 19 (Costs and Taxes), 20 (Notices) and 21 (Miscellaneous) shall remain in force and effect.
Sample 1
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Consequences of Non-Satisfaction of the Closing Conditions. 10.6.1 If the Closing has not occurred, at the latest, three (3) months after the Signing Date because any of the Closing Conditions under § 10.2.4 and § 10.2.5 have not been satisfied, the Purchaser may rescind this Agreement (vom Vertrag zurücktreten) by written notice to the Seller 1 and the Trustees with a copy to the acting notary. The rescission right in accordance with this § 10.6.1 shall expire the earlier of (i) the fulfilment of both Closing Conditions pursuant to § 10.2.4 and § 10.2.5 and (ii) nine (9) months after the Signing Date.
Sample 1
Consequences of Non-Satisfaction of the Closing Conditions. 6.5.1 If the Closing has not occurred, at the latest, by 28 February 2013, the Sellers (jointly) may rescind this Agreement (Rücktritt vom Vertrag) by written notice to the Purchaser with a copy to the acting notary (Rescission Notice). Such rescission will become effective on the fourteenth calendar day after receipt of the Rescission Notice by the Purchaser, unless the Sellers receive a written notice from the Purchaser, with a copy to the acting notary, on or before such fourteenth calendar day after receipt of the Rescission Notice by the Purchaser stating that the Purchaser averts the rescission by the Sellers (the Avoidance Notice).
Sample 1
Consequences of Non-Satisfaction of the Closing Conditions. 3.4.1 The Seller and the Purchaser shall have the right to rescind (zurücktreten) this Agreement by written notice by the rescinding Party to the other Parties if the Closing Conditions set forth above have not been met or waived by the competent Party on or before April 5, 2007.
Sample 1
Consequences of Non-Satisfaction of the Closing Conditions. If the Closing Conditions pursuant to Section 5.2 (a) and (b) have not been satisfied or waived, at the latest, four months after the Signing Date, the Sellers may rescind this Agreement (Rücktritt vom Vertrag) by written notice to the Purchaser with a copy to the acting notary public. If the Closing Conditions pursuant to Section 5.2 (a) through (e) have not been satisfied or waived, at the latest, four months after the receipt of the complete antitrust notification by all competent antitrust authorities pursuant to Section 5.2 (a) and (b), the Purchaser may rescind this Agreement (Rücktritt vom Vertrag) by written notice to the Sellers with a copy to the acting notary public; provided that any delay in the filing of the antitrust notification that results from the Sellers’ failure to comply with their obligations pursuant to Section 11.1.1 shall not be taken into account when determining the beginning of the four months’ period. If this Agreement is rescinded 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 those regarding Section 12 (Confidentiality/Press Releases), Section 14 (Taxes and Costs), Section 15 (Notices) and Section 16 (Miscellaneous) which shall remain in force and effect.
Sample 1

Related to Consequences of Non-Satisfaction of the Closing Conditions

  • 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.

  • 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.

  • Frustration of Closing Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.

  • 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:

  • Conditions to Obligation of the Company to Effect the Merger Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following additional conditions:

  • 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.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement from and after the Effective Time, (a) Tyco shall, or shall cause a member of the Tyco Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Tyco Retained Liabilities, (b) Healthcare shall, or shall cause a member of the Healthcare Group to, Assume all the Healthcare Liabilities and (c) Electronics shall, or shall cause a member of the Electronics Group to, Assume all the Electronics Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Effective Time, (iii) where or against whom such Liabilities are asserted or determined or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Tyco Group, the Healthcare Group or the Electronics Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

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