Common use of Completion date and place Clause in Contracts

Completion date and place. 5.1 The Parties agree that the Completion shall take place on the 5th Business Day following the day when the conditions referred to in Clause 3.1 are fulfilled or waived or such other date which the Seller and the Buyer may agree upon in writing (hereinafter such day when the Completion shall take place is referred as the “Scheduled Completion Date”). 5.2 If for any reasons whatsoever, the Completion is not executed on the Scheduled Completion Date, the Parties shall agree in writing on a new completion date (the “Second Scheduled Completion Date”) to take place no later than within twenty Business Days of the Scheduled Completion Date. In the absence of such an agreement the Second Scheduled Completion Date shall be the twentieth Business Day following the Scheduled Completion Date. On the Second Scheduled Completion Date the Parties shall proceed with the Completion as if it were the Scheduled Completion Date and the references to the “Scheduled Completion Date” shall be construed as referring to the “Second Scheduled Completion Date”. 5.3 If the Completion is not executed on the Second Scheduled Completion Date this Agreement terminates by virtue of this provision and the Parties and the Guarantors are released from all their rights and obligations resulting from or relating this Agreement save for Clauses 1, 5.6, 14, 15, 16, 17, 18, 19, 20, 21 and 22. 5.4 The Parties shall, within two (2) Business Days, inform the other Party in writing each time one of the conditions referred to in Clause 3.1 has been fulfilled. 5.5 The Completion shall take place at the offices of KKI Law Firm (▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Imielowski, Law Firm, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇) (hereinafter “Completion Place”) or such other place as the Seller and the Buyer agree upon in writing, on the Scheduled Completion Date at 10:00 a.m. 5.6 If the condition provided in Clause 3.1.1 is not fulfilled by the Long Stop Date or the Completion has neither occurred on the Scheduled Completion Date nor the Second Scheduled Completion Date solely due to the fault of one Party, such Party shall pay to the other Party a contractual penalty in the amount of EUR 11,363,637 (in words: eleven million three hundred sixty-three thousand six hundred thirty-seven) (the “Penalty”). For the avoidance of doubt, no Party shall be obliged to pay the Penalty more than once, irrespective whether and when Completion takes place.