Postponed closing Sample Clauses
A postponed closing clause allows the scheduled completion date of a transaction to be delayed under certain circumstances. This clause typically outlines the conditions that justify postponement, such as regulatory approvals not being obtained or specific obligations remaining unfulfilled, and may specify new deadlines or procedures for rescheduling. Its core practical function is to provide flexibility and certainty for both parties when unforeseen delays occur, ensuring the transaction can still proceed without breaching the agreement.
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Postponed closing. The Issuer and the Lead Manager (on behalf of the Managers) may agree to postpone the Issue Date to another date not later than [date - usually 14 days after the scheduled date for closing], whereupon all references herein to the Issue Date shall be construed as being to that later date.
Postponed closing. The Issuer, HSBC, Loan Note Issuer No.1, the Receivables Trustee and the Dealers may agree to postpone the Issue Date to another date not later than 14 days after the Issue Date, whereupon all references herein to the Issue Date shall be construed as being to that later date.
Postponed closing. The Issuer and the Joint Bookrunners may agree to postpone the Closing Date to another date not later than May 16, 2011, whereupon all references herein to the Closing Date shall be construed as being to that later date.
Postponed closing. The Issuer, the Guarantor and the Joint Lead Managers (on behalf of the Managers) may agree to postpone the Closing Date to another date not later than 19 March 2007, whereupon all references herein to the Closing Date shall be construed as being to that later date.
Postponed closing. The Issuer and the Investor may agree to postpone (on one or more occasions) the Closing Date to another date not later than 14 days after the scheduled Closing Date, whereupon all references herein to such Closing Date shall be construed as being to that later date, provided that the Closing Date shall not be postponed beyond the Closing Long Stop Date. If the Shares are suspended from trading on the date scheduled as the Closing Date, the Closing Date may, at the option of the Investor by giving notice to the Issuer, be postponed to the date falling five (5) Business Days after the Trading Day on which the Shares resume trading (regardless of whether the rescheduled date for Closing is beyond the Closing Long Stop Date).
Postponed closing. 3.1 The Seller herewith accepts, without prejudice in any way, to not enforce the NY Law Guarantee until the Deferred Closing Date.
3.2 The Purchaser acknowledges that, at the Seller’s request, it will indemnify and hold harmless (freistellen) the Seller from and against commercially reasonable and proven (nachgewiesenen) liabilities, damages, losses, costs and/or expenses which are caused by the fact that Closing has not occurred on the Actual Closing Date (“Delayed Closing Costs”), thereby understood that
(a) as of today the Seller is not aware (hat keine positive Kenntnis) of any Delayed Closing Costs until the Deferred Closing Date and does not assume (but as of today cannot exclude also) to face Delayed Closing Costs until the Deferred Closing Date other than those mentioned in below lit. (c) and (d) of this Clause 3.2; any Delayed Closing Costs the Seller is aware of (hat positive Kenntnis) as of today and which are not mentioned in below lit. (c) and (d) of this Clause 3.2 are explicitly excluded and no obligation of the Purchaser to indemnify the Seller shall arise due to such known Delayed Closing Costs; and
(b) Seller shall use best effort to minimize any Delayed Closing Costs; and
(c) fees for the Seller’s legal advisors shall be capped at an amount of EUR 20,000 provided that Closing occurs on the Deferred Closing Date; and
(d) Delayed Closing Costs might occur due to the fact that the PLTA (as defined in the SPA) now remains valid throughout the entire year 2018 and has not been terminated anytime in 2018 due to Closing not having occurred on the Actual Closing Date with the proviso that in case those costs are caused by income taxes (German corporate and trade Tax) the costs shall be limited to those economically relating to Keymile GmbH and for time periods starting on the Tax Effective Date (as defined in the SPA). For the avoidance of doubt, it remains Seller's obligation to indemnify and hold harmless the Purchaser from and against any and all withholding taxes payable by a Group Entity on actual or constructive dividends of a Group Entity up and until the Deferred Closing Date.
3.3 The Seller declares that it will not charge Default Interest pursuant to Section 5.4.1 of the SPA if Closing occurs on the Deferred Closing Date at the latest.
Postponed closing. The Issuer and the Bank may agree to postpone the Closing Date to another date not later than August 3, 2006, whereupon all references herein to the Closing Date shall be construed as being to that later date.
Postponed closing. The parties to this Agreement may agree to postpone the Closing Date to another date as agreed in writing between the parties, and in any event no later than 14 days thereafter, whereupon all references herein to the Closing Date shall be construed as being to that later date.
Postponed closing. In the event that any Transaction Approval(s) relevant to any particular Acquired Company and/or its relevant Operational Project shall not have been obtained by the Closing Date as determined above, then and in such event Purchasers and/or Segece shall have the right to demand that a separate postponed closing be conducted in respect of the affected Acquired Company upon receipt of the missing Transaction Approval(s), provided that such postponed Closing shall not occur later than December 31, 2005 (unless otherwise agreed between the Parties). 55