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NVS » Topics » The Purchaser shall be entitled to unilaterally waive the conditions precedent set forth in lit. (b) to (i) above.This excerpt taken from the NVS 20-F filed Jan 30, 2006. The Purchaser shall be entitled to unilaterally waive the conditions precedent set forth in lit. (b) to (i) above.2. If the Closing should not have occurred within one year after the date hereof at the latest, any Party hereto, which is not responsible for the non-satisfaction of any of the conditions precedent by way of non-compliance with its obligations hereunder, shall be entitled to terminate this Agreement – including all Annexes hereto – without the other Parties hereto being entitled to any claims against the terminating Party. In the event of a termination of this Agreement, this Agreement - including all Annexes hereto - shall cease to exist except for Part XIV below, which shall survive such termination.3. The fifth Business Day following the satisfaction of the conditions precedent set forth in Section 1 lit. (a) through (i) above, or any other date agreed by the parties hereto, shall be the “Closing Date” for the purposes of this Agreement.4. On the Closing Date the Sellers and the Purchaser shall take the following actions or cause such actions to be taken:(a) Payment by the Purchaser of the Estimated Purchase Price pursuant to Part IV Section 3 lit. (a) above by the Purchaser.
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(b) Delivery of written board resignations pursuant to Part III Section 3 above.5. On the Closing Date, the Parties shall execute a closing memorandum confirming the satisfaction – or waiver if applicable – of the conditions precedent set forth in Section 1 above and the consummation of the transfer of the GmbH Shares and the KG Interest pursuant to Part I and Part II above.6. With effect immediately following the Closing, the Purchaser and Hexal hereby transfer all of their current or future partnership interests in A+T KG to A+T GmbH which hereby accepts such transfer. The transfer of such partnership shall be made at their book value. |
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