UNWINDING CONDITIONS Sample Clauses

UNWINDING CONDITIONS. This Agreement may be unwound (a) by mutual consent of the Sellers and the Purchaser, (b) by either of the Sellers or the Purchaser, upon five business days prior written notice, if the conditions set forth in Section 4, 5 and 6 of this Agreement are not met within 120 days after the date of signing of this Agreement and the Escrow Account Agreement provided however, that neither the Sellers nor the Purchaser may demand the unwinding pursuant to (b) above if the non fulfilment of the conditions in Sections 4, 5 and 6 results directly or indirectly from breach of any provision of this Agreement or the Escrow Account Agreement by the Party which desires to unwind this Agreement.
Sample 1
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UNWINDING CONDITIONS. This Agreement may be unwound (a) by mutual consent of the Sellers and the Purchaser, (b) by the Purchaser, if the Completion of the Demerger has not taken place before or at 18 July 2001 and provided the Purchaser has not decided that the Closing shall take place irrespectively of the Completion of the Demerger, or (c) by either of the Sellers or the Purchaser, upon five business days prior written notice, if the conditions set forth in Section 4, 5 and 6 of this Agreement are not met within 120 days after the date of signing of this Agreement and the Escrow Account Agreement, provided however, that (i) the Sellers may not demand unwinding pursuant to (c) above if the non fulfilment of the conditions in Sections 4, 5 and 6 results from the non Completion of the Demerger, and (ii) neither the Sellers nor the Purchaser may demand the unwinding pursuant to (c) above if the non fulfilment of the conditions in Sections 4, 5 and 6 resultsdirectly or indirectly from breach of any provision of this Agreement or the Escrow Account Agreement by the Party which desires to unwind this Agreement.
Sample 1

Related to UNWINDING CONDITIONS

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • 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:

  • Continuing Conditions The obligations of each Lender to make Advances (including the initial Advance) under this Agreement and the obligation of the Issuing Lender to issue any Letters of Credit shall be subject to the continuing conditions that:

  • Existing Conditions Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord's Broker has provided a Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit to the Lease.

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

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • 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:

  • 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.

  • Working Conditions The Company will provide the Executive with a private office and secretarial services.

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