Closing Action definition
Examples of Closing Action in a sentence
The effect of a waiver shall be limited to eliminating the obligation of the other Party or its Affiliates to perform the respective Closing Action or Closing Condition prior to Closing and shall not limit or prejudice any claims any Party may have with respect to any circumstances relating to such Closing Action or Closing Condition not being performed pursuant to this Agreement.
The effect of such waiver shall be limited to eliminating the need that the respective Closing Action is taken on the Closing Date and shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Agreement.
The Parties acknowledge and agree that any Closing Action will have the sole purpose of carrying into effect this agreement.
The effect of such waiver shall be limited to eliminating the need that the respective Closing Action is taken on the Targeted Closing Date and, unless otherwise agreed, shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Agreement.
The effect of a waiver of a Closing Action shall be limited to eliminating the need that such Closing Action be taken at the Closing and, unless otherwise agreed, shall not limit or prejudice any claims that a waiving Party may have with respect to any circumstances relating to such Closing Action not having been taken at the Closing.
Any such waiver shall not prejudice any rights or remedies which may be available to the waiving Party under or in connection with this Agreement and may include a requirement that the relevant Closing Action (or parts thereof) shall be fulfilled as soon as possible, and the waiving Party shall be entitled to request such due performance after the Closing Date.
Neither the Sellers nor the Purchaser may withdraw from this Agreement if (i) they have/it has in bad faith (wider ▇▇▇▇ und Glauben) prevented the performance of a Closing Action or (ii) the non-performance of a Closing Action is within their/its control.
Prior to the Closing, Action shall deliver to Americana copies, duly certified by its Members authorizing, ratifying and approving the terms and conditions of this Agreement, and the transactions contemplated hereby.
The waiver of the occurrence of a Closing Action entitles the waiving Party at its option to proceed with Closing whilst reserving its rights with respect to the non-occurrence of the relevant Closing Action.
At Closing, Action will receive good title to such GPC Shares, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or restriction.