Defeasance Conditions Clause Samples

Defeasance Conditions. The obligations of the Buyer and of the Seller provided under this Agreement are subject to the following defeasance conditions, if the Buyer is a Third Party Participant on the terms of the Public Notice (“Defeasance Conditions”): (i) absence of written notice from the Buyer to the Seller, within a term of ninety (90) days counting from this date, concerning the exercise or non-exercise of the right of joint sale of the Interested Third Parties and, as the case may be, the price to be paid by the Buyer to the Seller and to each one of the Interested Third Parties fore acquisition of the Shares and of the Protocol Assets, as defined in the Public Notice; or (ii) if the Interested Third Parties exercise their right of joint sale provided for in the Public Notice, the overall price to be paid by the Buyer for acquisition of the Shares and of the Protocol Assets, as defined in the Public Notice, is greater than two hundred and ten percent (210%) of the total Acquisition Price shown in Exhibit C, including the Amount of the Debt. 2.7.1. If any one of the cases of Defeasance Conditions referred to above should occur, this Agreement may be immediately terminated, by means of written notice, with no indemnity being payable by the Seller to the Buyer or vice-versa.