Common use of Breach of Completion Obligations Clause in Contracts

Breach of Completion Obligations. (a) The effectiveness of each of the Purchaser’s Completion Obligations is conditional upon the fulfilment of all of the Seller’s Completion Obligations and vice versa. For all purposes under this Agreement and each other Transaction Document, upon fulfilment of all of the Completion Obligations, Completion shall be deemed effective as of the Effective Time. (b) If the Seller or the Purchaser fails to comply with any of the Seller’s Completion Obligations, or respectively, the Purchaser’s Completion Obligations, then, unless waived by the Seller (in case the Purchaser is defaulting) or the Purchaser (in case the Seller is defaulting), all Completion Obligations that have already been fulfilled shall be deemed null and void. (c) If Completion does not take place on the Completion Date because either the Seller or the Purchaser fails to comply with its Completion Obligations, the Seller (in case the Purchaser is defaulting) or the Purchaser (in case the Seller is defaulting) shall have the right (in addition to and without prejudice to all other rights and remedies available to it), by giving written notice to the defaulting Party: (i) to effect the Completion so far as practicable taking into account the defaults which have occurred; (ii) to fix a new date for Completion, being the first Business Day of a month and falling not less than eight (8) Business Days after the initial Completion Date (in which case this Clause 7 shall apply to the Completion as so deferred); or (iii) to terminate this Agreement.

Breach of Completion Obligations. (a) The effectiveness of each Subject to Clause 5.3(a), if the obligations of the Purchaser’s Completion Obligations is conditional upon Purchaser or the fulfilment of all of the Seller’s Completion Obligations Seller under Clause 8.2 and vice versa. For all purposes under this Agreement and each other Transaction Document, upon fulfilment of all of Schedule 2 are not complied with on the Completion ObligationsDate in any material respect, Completion shall be deemed effective as of the Effective Time. (b) If the Seller or the Purchaser fails to comply with any of the Seller’s Completion Obligations, or respectively, the Purchaser’s Completion Obligations, then, unless waived by the Seller (in the case of a default by the Purchaser is defaultingPurchaser) or the Purchaser (in the case of a default by the Seller is defaulting), all Completion Obligations that have already been fulfilled Seller) shall be deemed null and void. (c) If Completion does not take place on the Completion Date because either the Seller or the Purchaser fails to comply with its Completion Obligations, the Seller (in case the Purchaser is defaulting) or the Purchaser (in case the Seller is defaulting) shall have the right entitled (in addition to and without prejudice to all other rights and or remedies available available, including the right to it), claim damages) by giving written notice Notice to the defaulting Party: Purchaser or the Seller as the case may be: (ia) to effect defer Completion until the Completion so far as practicable taking into account the defaults which have occurred; (ii) to fix a new date for Completion, being the first last Business Day of a the calendar month and falling not less than eight (8) Business Days after the initial date that Completion Date would have otherwise occurred (in which case so that the provisions of this Clause 7 8.3 shall apply to the Completion as so deferred), provided that (x) the Parties shall not be entitled to defer Completion to any date falling after the first anniversary of the Original SPA Date, and (y) the Parties shall use all commercially reasonable endeavours to agree to proceed to Completion on an earlier date, on the basis of a mechanism by which the Completion Accounts Effective Time occurs on the last Business Day of the prior calendar month, and the DivestCo Group is held on a locked box basis from such time until the deferred Completion Date (and such other amendments to the Agreement as required to give effect to such arrangement); (b) to require the Parties to proceed to Completion as far as practicable, having regard to the defaults which have occurred (and without limiting the rights under this Agreement), and provided that the defaulting party shall use reasonable best endeavours to mitigate any defaults that have occurred; or or (iiic) subject to Completion having first been deferred at least once in accordance with Clause 8.3(a) and the Parties having used reasonable endeavours to effect Completion during that period, to terminate this AgreementAgreement by Notice to the Purchaser or the Seller as the case may be.