LONGSTOP DATE Sample Clauses
The Longstop Date clause sets a final deadline by which certain contractual obligations must be fulfilled, typically in transactions such as property sales or mergers. If the required conditions, such as obtaining regulatory approvals or completing due diligence, are not met by this date, either party may have the right to terminate the agreement without penalty. This clause ensures that the transaction does not remain open indefinitely, providing certainty and a clear endpoint for both parties.
POPULAR SAMPLE Copied 13 times
LONGSTOP DATE. If the Date of Practical Completion has not occurred by the Long-stop Date, either party may terminate this Agreement by giving written notice to the other at any time after the Long-stop Date whereupon this Agreement will be determined and neither party will have any liability to the other in respect of this Agreement.
LONGSTOP DATE. If the Brazil Closing Conditions have not been satisfied, or waived in accordance with paragraph 1.5 (Waiver and Fulfilment of Brazil Closing Conditions), by 31 December 2022 (the Brazil Longstop Date), then
(a) to the maximum extent permitted under Applicable Law, Novartis (or the relevant member of the Novartis Group, including Novartis Brazil), shall be permitted (and Alcon hereby authorises each of them) to take such steps as Novartis, acting reasonably, considers necessary or desirable to procure the satisfaction of the then outstanding Brazil Closing Conditions, including instructing the Brazilian Alcon Employees to take such steps as Novartis, acting reasonably, considers necessary or desirable to procure the satisfaction of the then outstanding Brazil Closing Conditions; and
(b) Alcon shall provide such assistance and shall provide such services as Novartis may reasonably request in connection any steps taken pursuant to paragraph (a) above or otherwise in connection with the satisfaction of the Brazil Closing Conditions. If the Brazil Conditions have not been satisfied or waived in accordance with paragraph 1.5 (Waiver and Fulfilment of Brazil Closing Conditions) within six months of the Brazil Longstop Date, the Parties shall refer the issue to the Separation Committee, which shall determine in good faith, given the facts and circumstances known at the time, the best way to proceed such that the Brazilian Alcon Transferring Assets (or as many of them as possible) can be transferred to Alcon Brazil or such member of the Alcon Group as may be nominated by Alcon as soon as reasonably practicable.
LONGSTOP DATE. In view of the additional time in completing the finalisation of the Audited FY2018 Financial Results and Revised Valuation Report, the Company and the Sellers have also mutually agreed to extend the Longstop Date from 7 May 2019 to 31 July 2019 as the parties are still in the process of fulfilling, among others, the conditions precedent set out in the SPA and the application for extension of time to fulfil the condition of the Whitewash Waiver as detailed in paragraph 4 below.
LONGSTOP DATE. If the Effective Date has not occurred on or before the Longstop Date then this Agreement will have no further effect, other than the obligations of the Borrower under Clause 7 (Fees and expenses) which will continue with full force and effect.
LONGSTOP DATE. The Proposed Subscription Conditions Precedent and the Proposed Shareholder Advance Conditions Precedent shall be fulfilled by the later of nine (9) weeks from the date of execution of the SSA or twenty (20) business days after the board of directors of DNB (“DNB Board”) (where the respective investor nominated directors have been appointed to the DNB Board) first board meeting ("DNB First Board Meeting”) (“CP Longstop Date”). If DNB and MoF Inc. agree to an extension of the CP Longstop Date under any of the other conditional share subscription agreement with other telcos, a similar extension shall be agreed with CelcomDigi under the SSA, if requested by CelcomDigi.
LONGSTOP DATE. If the Repeal Order has been made by the Longstop Date but is subject to an application made for judicial review by a third party the Longstop Date shall be extended so that it shall expire on the fourth anniversary of the date of this agreement.
LONGSTOP DATE. In the event that the Condition Precedent is not fulfilled by December 31, 2013 (or any extension thereof, as may mutually be agreed upon in writing by the Parties), the Company may, by written notice, terminate this Agreement and in such case shall not incur any liability due to such termination.
LONGSTOP DATE. 5.1 The Longstop Date is the date 3 months after the Anticipated Service Commencement Date.
LONGSTOP DATE. 6.8.1. For the avoidance of doubt the Council shall not be obliged to pay the Final Instalment or any proportion of the same unless the Practical Completion is reached prior to the Longstop Date and the Council shall be entitled to recover any monies paid in accordance with this Clause 6 in accordance with the conditions of Clause 8.
LONGSTOP DATE. 1.1 Each of the parties hereby agrees that the definition of Long Stop Date shall be deleted in each of the Agreement and Side Letters in its entirety and replaced with: