Common use of Completion arrangements Clause in Contracts

Completion arrangements. (a) At Completion, the Seller and the Buyer shall do all (but not part only, unless the parties agree otherwise in writing) of those things listed in Schedule 2 (Completion arrangements). (b) If either party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) (except, in the case of the Seller, its obligations under paragraph 1(b) provided always that this exception shall apply only where the Seller has used all reasonable efforts to comply with such obligation) (for the purposes of this Clause 5.2, the "Defaulting Party") on the Completion Date, then the other party may: (i) defer Completion (by notice to the Defaulting Party) to a date (being a Business Day) not less than 10 nor more than 20 Business Days after that date (in which case the provisions of this Clause 5.2 shall apply to Completion as so deferred); or (ii) proceed to Completion so far as practicable but without prejudice to that party's rights where the Defaulting Party has not complied with its obligations under this Agreement. (c) If the Defaulting Party fails or is unable to comply with any of its obligations under Schedule 2 (Completion arrangements) on Completion (subject to Clause 5.2(b)) or any date to which Completion is deferred in accordance with Clause 5.2(b), the other party shall have the right, in addition to its rights in Clause 5.2(b), to terminate this Agreement on such date by notice to the Defaulting Party. (d) If this Agreement is terminated in accordance with Clause 5.2(c), all rights and obligations of the parties under this Agreement (except under Clause 10 (Confidentiality and announcements), Clause 12 (Costs), Clause 15 (Liability and invalidity), Clause 20 (Notices) and Clause 21 (Governing law and jurisdiction)) 27 shall terminate and no party shall have any claim against the other, but without prejudice to the accrued rights and obligations of the parties before termination.