Extended Outside Date definition
Examples of Extended Outside Date in a sentence
Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not directly or indirectly, take any action or fail to take any action that is intended to, or would reasonably be expected to, result in any of the conditions to the Merger set forth in Article VI of this Agreement not being capable of being satisfied by the Outside Date or the Extended Outside Date, as applicable.
Seller or Acquiror will promptly notify the other if it reasonably believes that, notwithstanding the parties' reasonable best efforts pursuant to Section 5.05(c), it will be unable to obtain one or more of the consents of the Existing Mortgage Lenders prior to the Extended Outside Date or that the ALSF Costs are reasonably likely to exceed the ALSF Cap.
Notwithstanding the foregoing, Seller and Indemnitor shall obtain each of the Seller Required Third Party Consents and the Indemnitor Required Third Party Consents prior to the Outside Date or, if the Outside Date shall have been extended in accordance with Section 7.01(b), the Extended Outside Date.
In addition, Parent shall use its best efforts to defend through litigation on the merits any claim asserted before any court or administrative body with applicable jurisdiction by any party in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing from occurring on or prior to the Second Extended Outside Date (as it may be extended).
In the event Escrow Issuer and the Company deliver an Initial Extension Election, the Company agrees to report the extension on a Form 8-K promptly following such delivery and to specify therein the Extended Outside Date.