Common use of Breach of Completion Obligations Clause in Contracts

Breach of Completion Obligations. If any of the Sellers fails to comply with any of their material obligations in paragraphs 1.1, 2 or 3 of Schedule 5 or any of their obligations in Clause 6.4, or the Purchaser fails to comply with its obligations in Clauses 6.3 or 6.4 or its material obligations in paragraphs 1.2, 2 or 3 of Schedule 5, then Completion shall not occur and the Purchaser, in the case of non-compliance by the Sellers, or the Principal Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Principal Seller or the Purchaser, as the case may be, served on the Completion Date: 6.6.1 to terminate this Agreement (other than this Clause and Clauses 1, 5.3.5, 12 and 13.5 to 13.24) without liability on its part; or 6.6.2 to effect Completion so far as practicable having regard to the defaults which have occurred (provided that (unless otherwise agreed by the Principal Seller and the Purchaser) Completion must take place in respect of all the Shares at the same time); or 6.6.3 to fix a new date for Completion (not being more than 20 Business Days after the agreed date for Completion) in which case the provisions of this Clause 6 and Schedule 5 shall apply to Completion as so deferred but provided such deferral may only occur once.

Appears in 1 contract

Sources: Share Purchase Agreement (Intercontinental Hotels Group PLC /New/)

Breach of Completion Obligations. If any of the Sellers fails to comply with any of their material obligations obligation in paragraphs 1.1, 1.1 or 2 or 3 of Schedule 5 5, or any of their obligations in Clause 6.4, or the Purchaser Purchasers fails to comply with its the obligations in Clauses 6.3 or 6.3, 6.4 or its material obligations in paragraphs 1.2, 1.2 or 2 or 3 of Schedule 5, then Completion shall not occur and the Principal Purchaser, in the case of non-compliance by the Sellers, or the Principal Seller, in the case of non-compliance by the PurchaserPurchasers, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Principal Seller or the Principal Purchaser, as the case may be, served on the Completion Date: 6.6.1 6.5.1 to terminate this Agreement (other than this Clause and Clauses 1, 5.3.513, 12 14 and 13.5 15.5 to 13.2415.22) without liability on its part; or 6.6.2 6.5.2 to effect Completion so far as practicable having regard to the defaults which have occurred (provided that (unless otherwise agreed by the Principal Seller and the Principal Purchaser) Completion must take place in respect of all the Shares Assets at the same time); or 6.6.3 6.5.3 to fix a new date for Completion (not being more than 20 Business Days after the agreed date for Completion) in which case the provisions of this Clause 6 and Schedule 5 shall apply to Completion as so deferred but provided such deferral may only occur once.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Intercontinental Hotels Group PLC /New/)