Non-Fulfilment of Closing Conditions Clause Samples

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Non-Fulfilment of Closing Conditions. If any of the Closing Conditions has not been complied with by the Closing Date, then, at the sole option of the Buyer: (a) the Buyer may terminate this Agreement by notice in writing to the Seller or its solicitors; or (b) the Buyer may complete the purchase of the Property, and such will be without prejudice to the Buyer’s rights against the Seller, whether at law or in equity, in respect of such non-compliance.
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Non-Fulfilment of Closing Conditions. 5.3.1. Each of the Seller and the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement forthwith in writing if (i) any of the conditions to closing set out in Section 5.1 and 5.2, respectively, have not been satisfied on or before the Closing Date, or (ii) if at any time prior to the Closing Date, any such condition to closing has become incapable of being satisfied. 5.3.2. If this Agreement is terminated as permitted by Section 5.3.1, such termination shall be without liability of either Party to the other Party. However, if such termination shall result from a wilful failure of a Party to fulfil a condition of the other Party or a breach by a Party of a covenant, representation or warranty contained herein, then such Party shall be fully liable for any and all loss, damage, cost and expense incurred or suffered by the other Party as a result of such failure or breach.
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Non-Fulfilment of Closing Conditions. 9.1.1 If the Closing Conditions are not satisfied within five months of the date of this Agreement (the “Longstop Date”), the Sellers and the Purchaser may prior to the fulfilment of the Closing Condition, withdraw from this Agreement (Rücktritt) without prior notice (ohne Einhaltung einer ▇▇▇▇▇), whereby the Purchaser’s right to withdraw from this Agreement shall be subject to (i) the Purchaser providing documentary evidence to the Sellers that the Purchaser has fully complied with its obligations under Clause 7.2.1 and (ii) the non-fulfilment of the Closing Condition not being the result of the Purchaser’s failure to accept, or comply with, conditions or obligations on which the merger control authorities have made their approval of the acquisition of the Shares contingent even if such acceptance would cause unreasonable commercial hardship (wirtschaftliche Unzumutbarkeit) for the Purchaser. 9.1.2 The Sellers shall at any time be entitled to withdraw from this Agreement without prior notice in the event that the Purchase Prices plus default interest pursuant to Clause 5.4.2 are not or not fully paid within five Business Days from the due date specified in Clause 5.4.1.
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Non-Fulfilment of Closing Conditions. If the Closing Conditions under paragraphs from 4.1.1 to 7 above are not satisfied or waived by the Purchaser and/or the Closing Condition under Paragraph 4.1.8 is not satisfied or waived by both Parties, before the Closing Date, or such other date as mutually agreed in writing between the Parties, this Agreement shall cease to be effective on the Closing Date with no retroactive effect without any indemnity, reimbursement or other payment owing from any Party to the other. In this event, the provisions set out in Clauses 13.214.2 and 15 shall continue to be effective. All other provisions and obligations of the Parties shall cease to have effect.
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Non-Fulfilment of Closing Conditions. 7.1.1 If the Merger Control Closing Condition is not satisfied within 100 (hundred) days of the date of this Agreement, or such other date as mutually agreed in writing between the Purchaser and the Sellers, or can definitely not be fulfilled, the Sellers (only jointly) on the one hand and the Purchaser on the other hand may, prior to the fulfilment or waiver of all Closing Conditions, withdraw from this Agreement (Rücktritt) with immediate effect. No withdrawal right for the Purchaser shall exist, if and for so long as the non-fulfilment of the Merger Control Closing Condition results from a breach of Purchaser’s responsibilities under this Agreement. 7.1.2 If the Closing Condition provided in Clause 5.1.2 is not satisfied within 100 (hundred) days from the date of this Agreement, or such other date as mutually agreed in writing between the Purchaser and the Sellers, or can definitely not be fulfilled, the Sellers (only jointly) on the one hand and the Purchaser on the other hand may, prior to the fulfilment or waiver of all Closing Conditions, withdraw from this Agreement (Rücktritt) with immediate effect. No withdrawal right for the Purchaser shall exist, if and for so long as the non-fulfilment of the Closing Condition provided in Clause 5.1.2 results from a breach of Purchaser’s responsibilities under this Agreement. 7.1.3 In case of a notice with respect to an alleged Material Adverse Change for the purpose of Clause 5.1.3, the Purchaser shall be entitled to withdraw from this Agreement as follows: (i) in case of Clause 5.1.3(ii) within a period of thirteen Business Days after (i) the receipt of the Sellers MAC Notice and (ii) if the Material Adverse Change is intended to be cured by the Sellers as set out in the Sellers MAC Notice, after the periods referred to in Clauses 5.1.3(i)(a) and 5.1.3(i)(b) in connection with Clause 5.1.3(i)(e), whichever is later; (ii) in case of Clause 5.1.3(iii), if a MAC Dispute Notice has been served, within a period of seven Business Days after (a) either the Sellers’ Agent has agreed subsequent to the MAC Dispute Notice that a Material Adverse Change has occurred and no cure was intended or the Sellers acknowledge that the cure was not possible or not successful or has been abandoned, or (b) the Arbitration Tribunal has rendered its decision that a Material Adverse Change has occurred and either (x) the Sellers have not stated in the Sellers MAC Notice or the MAC Dispute Notice, as the case may be, that they intend t...
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Related to Non-Fulfilment of Closing Conditions

  • 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.

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Frustration of Closing Conditions None of Parent, Merger Sub Inc.or the Company may rely on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts to consummate the Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.