Non-Fulfilment of Closing Conditions Sample Clauses

Non-Fulfilment of Closing Conditions. 5.3.1. Each of the Seller and the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement forthwith in writing if (i) any of the conditions to closing set out in Section 5.1 and 5.2, respectively, have not been satisfied on or before the Closing Date, or (ii) if at any time prior to the Closing Date, any such condition to closing has become incapable of being satisfied.
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Non-Fulfilment of Closing Conditions. If the Closing Conditions under paragraphs from 4.1.1 to 7 above are not satisfied or waived by the Purchaser and/or the Closing Condition under Paragraph 4.1.8 is not satisfied or waived by both Parties, before the Closing Date, or such other date as mutually agreed in writing between the Parties, this Agreement shall cease to be effective on the Closing Date with no retroactive effect without any indemnity, reimbursement or other payment owing from any Party to the other. In this event, the provisions set out in Clauses 13.214.2 and 15 shall continue to be effective. All other provisions and obligations of the Parties shall cease to have effect.
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Non-Fulfilment of Closing Conditions. 9.1.1 If the Closing Conditions are not satisfied within five months of the date of this Agreement (the “Longstop Date”), the Sellers and the Purchaser may prior to the fulfilment of the Closing Condition, withdraw from this Agreement (Rücktritt) without prior notice (ohne Einhaltung einer Xxxxx), whereby the Purchaser’s right to withdraw from this Agreement shall be subject to (i) the Purchaser providing documentary evidence to the Sellers that the Purchaser has fully complied with its obligations under Clause 7.2.1 and (ii) the non-fulfilment of the Closing Condition not being the result of the Purchaser’s failure to accept, or comply with, conditions or obligations on which the merger control authorities have made their approval of the acquisition of the Shares contingent even if such acceptance would cause unreasonable commercial hardship (wirtschaftliche Unzumutbarkeit) for the Purchaser.
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Non-Fulfilment of Closing Conditions. 7.1.1 If the Merger Control Closing Condition is not satisfied within 100 (hundred) days of the date of this Agreement, or such other date as mutually agreed in writing between the Purchaser and the Sellers, or can definitely not be fulfilled, the Sellers (only jointly) on the one hand and the Purchaser on the other hand may, prior to the fulfilment or waiver of all Closing Conditions, withdraw from this Agreement (Rücktritt) with immediate effect. No withdrawal right for the Purchaser shall exist, if and for so long as the non-fulfilment of the Merger Control Closing Condition results from a breach of Purchaser’s responsibilities under this Agreement.
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Related to Non-Fulfilment of 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.

  • 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:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

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

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, 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:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • 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.

  • 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.

  • 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:

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