Outside Dates Clause Samples

The "Outside Dates" clause sets a specific deadline by which certain contractual obligations or conditions must be fulfilled. In practice, this clause typically applies to transactions such as mergers or financings, where parties agree that if closing or a key milestone does not occur by the outside date, either party may terminate the agreement without penalty. Its core function is to provide a clear endpoint to negotiations or obligations, preventing indefinite delays and ensuring that both parties have certainty regarding the timeline of the agreement.
Outside Dates. (a) Notwithstanding anything herein to the contrary, if the Tranche B Initial Outside Date (as defined below) occurs prior to the First Incremental Amendment Closing Date, all Tranche B Term Loan Commitments hereunder and under the Credit Agreement shall automatically terminate. “Tranche B Initial Outside Date” shall mean the earlier to occur of (i) 5:00 p.m. (New York City time) on September 6, 2013 and (ii) the termination of the PLG Acquisition Agreement.
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Outside Dates. This Agreement shall terminate if the Phase 1 Closing does not take place by the First Outside Date, the Phase 2 Closing does not take place by the Second Outside Date, or the Phase 3 Closing does not take place by the Third Outside Date. In each case, the Deposit shall be returned to the Redeveloper, and the Parties shall have no further obligations under this Agreement except for those obligations for which there exists an uncured Default (which the Defaulting Party must cure unless waived by the Non-Defaulting Party) and those obligations expressly stated to survive termination. Notwithstanding anything to the contrary in this section, (a) any of the Outside Dates may be extended by written agreement of both Parties, and (b) if a failure to close by any of the Outside Dates is due entirely to the failure of one Party to satisfy its conditions to Closing, then the Party who is able to satisfy its conditions to Closing shall have the option of terminating this Agreement or exercising its remedies under Section 13, including specific performance.
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Outside Dates. Without limiting Section 8.1 or any of Merck’s other obligations under this Agreement, if Merck fails to achieve for a first Antibody Product one of the [***] milestones under Section 6.4 by the applicable outside date therefor specified in this Section 8.2.1 below (each an “Outside Date”), then Merck shall pay to Acumen, within [***] days after such failure, the milestone prepayment set forth in this Section 8.2.1 below for the missed milestone.
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Outside Dates. (a) The Approval Order shall be entered by no later than Monday, November 25, 1996, time being strictly of the essence, and the conditions set forth in Article 10 shall be satisfied by no later than Monday, November 25, 1996, time being of the essence. If the Approval Order shall not be entered on or prior to November 25, 1996, time being of the essence, if any stay shall be pending with respect to such order as of the close of business on November 29, 1996, time being of the essence, or if any condition set forth in Article 10 shall not have been satisfied on or prior to November 25, 1996, time being of the essence, (i) Buyer shall have the right to elect not to proceed with the transactions contemplated herein upon the delivery of written notice to Seller, (ii) Buyer shall be entitled to retain the Due Diligence Fee notwithstanding its exercise of such right and (iii) if Buyer elects to exercise such right, (a) Buyer shall have no obligation or liability of any nature to Seller or its estate other than with respect to the Initial Sales Agreement, and (b) Seller shall have no obligation or liability of any nature to Buyer other than the obligation to pay Buyer the Due Diligence Fee pursuant to the Initial Order. (a) If all of the conditions set forth in Article 10 shall have been satisfied as of Monday, November 25, 1996 and Seller is ready, willing and able to consummate the transactions contemplated herein but Buyer is unable to consummate the transactions contemplated herein then (i) Seller shall have the right to elect not to proceed with the transactions contemplated herein upon the delivery of written notice to Buyer, (ii) if Seller elects to exercise such right, Seller shall have no obligation or liability of any nature to Buyer except with respect to the Initial Sales Agreement and except for the obligation to pay Buyer the Due Diligence Fee pursuant to the Initial Order, and (c) Seller may commence an action against Buyer for money damages based on the extent, if any, to which Seller has been damaged by Buyer's failure to close. (b) If the Closing shall occur for any reason or under any circumstance after Thursday, November 28, 1996, time being of the essence, then the Closing shall be deemed to have occurred for purposes of this Agreement as of Thursday, November 28, 1996; it being understood and agreed that under such circumstances Buyer shall receive the benefit of all sales conducted in the Closing Stores after Thursday, November 28, 1996, an...
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Outside Dates. The orders of the Bankruptcy Court referred to in paragraphs 13 and 14 shall be entered by no later than Wednesday, October 23, 1996 and Thursday, November 21, 1996, respectively, in each case time being strictly of the essence, and the conditions set forth in paragraph 14 shall be satisfied by no later than Thursday, November 21, 1996. If either of such orders shall not be entered on or prior to the deadlines set forth in the preceding sentence for the entry of the same, if any stay shall be pending with respect to either such order as of the close of business on the fourth calendar day following the respective deadline for entry of the same or if any such condition shall not have been satisfied on or prior to the deadline set forth in the preceding sentence for satisfaction of the same (i) SBA shall have the right to elect not to proceed with the transactions contemplated herein upon the delivery of written notice to Best, (ii) SBA shall be entitled, to the extent that the Bankruptcy Court has approved the Diligence/Consulting Fee, to retain the Diligence/Consulting Fee notwithstanding its exercise of such right and (iii) if SBA elects to exercise such right, (a) SBA shall have no obligation or liability of any nature to Best or its estate other than with respect to the Initial Agreement, and (b) Best shall have no obligation or liability of any nature to SBA other than the obligation to pay SBA the Diligence/Consulting Fee to the extent ordered by the Bankruptcy Court.
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Outside Dates. Notwithstanding any other provision set forth in this Covenant, and subject to extension for events of force majeure as provided in Section 6.6 of this Covenant, (i) if the Commencement Date does not occur before the date that is twelve (12) months after the date of this Covenant, or (ii) if a building permit is not issued for the Restaurant within thirty (30) days after the Effective Date, either Developer or City may terminate this Covenant by delivery of written notice of termination to the other Party and, in such event, neither Party shall have any further rights against or obligations to the other Party arising out of this Covenant.
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Outside Dates. Section 4.1 3 of the Lease is hereby amended by replacing the phrase “12 months following the Lease Commencement Date” in the fourth line of such Section, with the phrase “15 months following the Lease Commencement Date.” Additionally, Section 4.1.4 of the Lease is hereby amended to change the Outside Delivery Date (as it may be extended under said section) for floors 2, 3 and 4 of the Building to February 28, 2013, and to change the Outside Delivery Date (as it may be extended under said section) with respect to floors 1, 5, 6, 7 and 8 of the Building to April 30, 2013.
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Related to Outside Dates

  • Effective Dates This Letter of Understanding shall take effect for all grievances filed on or after February 1, 2022. This ▇▇▇ shall expire upon successful ratification of a Memorandum of Agreement with respect to central terms. Should a Memorandum of Agreement with respect to central terms not be successfully ratified, the parties will meet within thirty (30) calendar days of the unsuccessful ratification vote to either extend or terminate this ▇▇▇. If this ▇▇▇ is terminated, the parties agree to move grievances filed under the interim procedure back to the appropriate central or local grievance procedure and to their respective steps in those procedures.

  • Anniversary Dates Except as may otherwise be provided for in deep class resolutions, anniversary dates will be set as follows:

  • Extension Options Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension: (a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable; (b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full; (c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.