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. “
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.
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.
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.
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.
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.
