1Termination. Prior to the Closing, this Agreement may be terminated, and the transactions contemplated hereby abandoned: 8.1.1 by the mutual written agreement of Buyer and Seller; 8.1.2 by written notice delivered by either Buyer or Seller to the other, if the Closing shall not have occurred on or prior to December 31, 2020 (the “End Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement; 8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement). 8.1.4 by written notice delivered by Seller to Buyer, if (a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement); (i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period; (c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement; (d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets; (e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or (f) the Bison Acquisition Agreement shall have been terminated pursuant to its terms.
Appears in 1 contract
1Termination. Prior to the Closing, this Agreement may be terminated, and the transactions contemplated hereby abandoned:
8.1.1 by in this Agreement shall terminate: (i)upon the mutual written agreement unanimous consent in writing of Buyer the Parties and Seller;
8.1.2 by JIP; (ii)by Purchaser upon written notice delivered by either Buyer to Seller, in the event Seller breaches or Seller to the other, if the Closing shall not have occurred on or prior to December 31, 2020 (the “End Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure fails to perform any of its obligations under representations, warranties, covenants or agreements contained herein in any material respect; provided that if such breach or failure is curable, Purchaser may only terminate this Agreement upon written notice to Seller if Seller has not cured such breach or failure within the earlier of (A) thirty (30) days after written notification of such breach and (B) May 31, 2017 (the “Long Stop Date”); (iii)by Seller upon written notice to Purchaser, in the event Purchaser breaches or fails to perform any of its representations, warranties, covenants or agreements contained herein in any material respect; provided that if such breach or failure is curable, Seller may only terminate this Agreement upon written notice to - 31 - Purchaser if Purchaser has not cured such breach or failure within the earlier of (A) thirty (30) days after written notification of such breach and (B) the Long Stop Date; and (iv)in the event that Closing has failed to occur by the Long Stop Date, by a Party upon written notice to the other Party; provided that, this right to terminate shall not be exercisable by a Party whose breach of this Agreement shall have been the cause of, or resulted in, the failure of the Closing not to have occurred occur on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Long Stop Date; provided. For the avoidance of doubt, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in shall not be terminable by any Party upon the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreementoccurrence of, and such breach described in clause (i) or clause (ii) would result in after, the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its termsClosing.
Appears in 1 contract
Sources: Sale and Purchase Agreement
1Termination. Prior This Agreement may only be terminated at any time prior to the ClosingClosing under the following circumstances:
(a) By the mutual written consent of ▇▇▇▇▇▇▇ and ▇▇▇▇▇;
(b) By either the Sellers or Buyer upon written notice to the other party, this Agreement may be terminated, and if the transactions contemplated hereby abandoned:
8.1.1 by the mutual written agreement of Buyer and Seller;
8.1.2 by written notice delivered by either Buyer or Seller to the other, if the Closing shall this Agreement have not have occurred been consummated on or prior to December 31before September 30, 2020 2023 (the “End Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency 10.1(b) shall not be available to any party whose material breach of any proceeding brought representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the failure of the transactions contemplated by Seller for specific performance of this Agreement;Agreement to be consummated on or before the End Date;
8.1.3 (c) by Buyer by written notice delivered by Buyer to Seller, the Seller Representative if (a) there has been a breach material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Seller of a representation or warranty of Seller contained in Sellers pursuant to this Agreement or (b) there shall be a breach by Seller that would give rise to the failure of any covenant, agreement or obligation of Seller the conditions specified in this AgreementSection 9.2, and such breach described in clause (a) breach, inaccuracy, or (b) would result in failure is incapable of being cured by the failure End Date or, if capable of a condition set forth in Section 6.1.1 or Section 6.1.2 that being so cured, has not been waived cured by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon Sellers by the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and End Date or (ii) ten days after the day that is five Business Days prior to the End DateSeller Representative’s receipt of written notice of such breach, inaccuracy, or failure from Buyer; provided, that there is not then a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Buyer may not terminate pursuant this Agreement pursuant that would give rise to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth specified in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement9.3;
(d) by Sellers by written notice to Buyer if there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 6.3 and such breach, inaccuracy, or failure is incapable of being cured by the End Date or, if capable of being so cured, has not been cured by Buyer by the earlier of (i) the End Date or (ii) ten days after ▇▇▇▇▇’s receipt of written notice of such breach, inaccuracy, or failure from the Company; provided, that there is not approved as an acceptable purchaser then a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by any applicable Competition Authority or Sellers pursuant this Agreement that would give rise to the staff failure of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;conditions specified in Section 6.2; or
(e) if by Buyer or Sellers in the event that there shall be any applicable Competition Authority (including Legal Requirement that makes consummation of the staff thereof) informs Seller transactions contemplated by this Agreement illegal or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; orotherwise prohibited.
(f) By Buyer in the Bison Acquisition Agreement shall have been terminated pursuant event the closing condition required by Section 9.2(f) is not reasonably expected to its terms.occur.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Assure Holdings Corp.)
1Termination. Prior to the Closing, this This Agreement may be terminated, and the transactions contemplated hereby abandonedmay be abandoned at any time before the Closing:
8.1.1 (a) by the mutual written agreement of Buyer and Sellerthe Parties;
8.1.2 by written notice delivered (b) by either Buyer or Seller to of the otherParties, if the Closing shall not have occurred on or prior to December 31, 2020 (the “End Date”) (other than due to a breach approvals of any representation Governmental Authorities have been denied or warranty hereunder refused, notwithstanding the commercially reasonable efforts of the Party seeking to terminate this Agreement or as a result having responsibility for obtaining such approvals;
(c) at any time by the Sellers if any of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition covenants set forth in Section 6.1.1 Article VI shall have been breached or Section 6.1.2 that has not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied Article VIII (other than those conditions the receipt of all approvals of Governmental Authorities) shall not have been satisfied, performed, or complied with, in any material respect, at or before the Closing Date and such breach, non-satisfaction, non-performance, or non-compliance has not been cured or eliminated within thirty (30) calendar days after notice thereof has been given to the Purchaser, provided that (A) by their terms are to be satisfied at the Closing time of such termination the Sellers have neither breached any of the covenants set forth in Article V nor failed to satisfy, perform, or (B) comply with any of the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 Article VII, in any material respect; or (d) at any time by the Purchaser if any of the material covenants set forth in Article V shall have been satisfied materially breached or that it is willing to waive any unsatisfied of the conditions set forth in Section 6.2 and Article VII (iiiother than the receipt of all approvals of Governmental Authorities) the transactions contemplated hereunder shall not have been consummated satisfied, performed, or complied with, in any material respect, before the Closing and such breach, non-satisfaction, non-performance or non-compliance has not been cured or eliminated within one Business Day thirty (30) days after delivery notice thereof has been given to the Sellers; provided that at the time of such notice, and Seller stood ready, willing and able to consummate termination the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by Purchaser has neither breached any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if covenants set forth in Article VI nor failed to satisfy, perform, or comply with any applicable Competition Authority (including of the staff thereof) informs Seller conditions set forth in Article VIII or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of Article 7.8, in any material asset other than those that are Purchased Assetsrespect; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its terms.
Appears in 1 contract
Sources: Stock Purchase Agreement (Security National Financial Corp)
1Termination. Prior to the Closing, this This Agreement may be terminated, terminated and the transactions contemplated hereby abandonedmay be abandoned at any time prior to the Closing, which termination shall be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto:
8.1.1 (a) by the mutual written agreement consent of Buyer the Sellers and SellerPurchasers;
8.1.2 (b) by written notice delivered by either Buyer any of Sellers, or Seller to the otherPurchasers, if the Closing shall has not have occurred on or prior to December 31before May 17, 2020 (2021 or such later date as the “End Date”) (other than due to a Sellers and Purchasers may agree upon in writing, unless the terminating party is in material breach of this Agreement;
(c) by either Sellers or Purchasers, if any representation Order of any Governmental Body of competent jurisdiction permanently restraining, enjoining or warranty hereunder otherwise preventing consummation of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement transactions contemplated hereby has been issued and other than as a result of any closing condition in favor of the becomes final and non-terminating Party appealable;
(d) by Sellers if they are not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any in material breach of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such if there shall have been a material breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the case of a breach Purchasers of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a which breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure to satisfy one or more of a condition the conditions set forth in Section 6.2.1 or Section 6.2.2 6.3, and such breach, if curable, has not been waived by Seller, or in the case of a breach of any covenant or agreement cured within thirty (excluding Section 4.4.5), is not cured upon the earlier to occur of (A30) the 30th day days after written notice thereof is given by Seller the Sellers to Buyer and Purchasers;
(Be) the day that is five Business Days prior to the End Date; providedby Purchasers, that Seller may if they are not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in material breach of its representationsobligations under this Agreement, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to if there shall have been a material breach by Buyer Sellers of any of its respective representations, warranties, covenants or agreements contained in this Agreement);
(i) all , which breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice6.2, and Seller stood readysuch breach, willing and able if curable, has not been cured within thirty (30) days after notice thereof by Purchasers to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased AssetsSellers; or
(f) by Purchasers if there is a Casualty, or if there is a material adverse change as described in Section 6.2(e) on or prior to the Bison Acquisition Agreement shall have been terminated pursuant to its termsClosing Date.
Appears in 1 contract
Sources: Purchase Agreement (Ryman Hospitality Properties, Inc.)
1Termination. Prior to the Closing, this This Agreement may be terminated, terminated at any time prior to the Closing Date:
(a) by mutual written consent of Purchaser and the transactions contemplated hereby abandoned:
8.1.1 by the mutual written agreement of Buyer and SellerHolder Representative;
8.1.2 (b) by either Purchaser or the Holder Representative upon written notice delivered by either Buyer or Seller to the other, if the Closing shall not have occurred on or prior to December 31before October 30, 2020 2021 (the “End Outside Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) the right to terminate this Agreement under this Section 8.1.2 10.1(b) shall not be available to any Party party whose failure to perform breach of any of its obligations under this Agreement has been the cause ofcovenant or agreement hereunder caused, or resulted in, the failure of the Closing not to have occurred occur on or before the End Date Outside Date;
(c) by Purchaser, if (i) there is a breach of any representation, warranty, covenant or obligation of the Sellers such that the conditions set forth in Section 8.1(a) or Section 8.1(b) would not be satisfied; (ii) Purchaser shall have delivered to the Holder Representative a written notice of such breach; and (Biii) Buyer at least [*] shall not have elapsed since the delivery of such notice without such breach being cured; provided, however, that Purchaser shall have no right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency 10.1(c) if Purchaser is in material breach of its representations and warranties under this Agreement or has failed in any proceeding brought by Seller for specific performance of material respect to perform its obligations under this Agreement;
8.1.3 (d) by written notice delivered by Buyer to Sellerthe Holder Representative, if if: (ai) there has been is a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenantrepresentation, agreement warranty, covenant or obligation of Seller in this Agreement, and Purchaser such breach described in clause (a) or (b) would result in that the failure of a condition conditions set forth in Section 6.1.1 8.3(a) or Section 6.1.2 that has 8.3(b) would not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and be satisfied; (ii) Holder Representative shall have delivered to Purchaser a written notice of such breach; and (iii) at least [*] shall have elapsed since the day that is five Business Days prior to the End Datedelivery of such notice without such breach being cured; provided, however, that Buyer may not the Holder Representative shall have no right to terminate this Agreement pursuant to this Section 8.1.3 10.1(d) if Buyer is the Sellers are in material breach of its representations, warranties, covenants or agreements contained in this Agreement their representations and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in warranties under this Agreement or (ii) there shall be a breach by Buyer of have failed in any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier material respect to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by perform their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) by either Purchaser or the Holder Representative, if any applicable Competition (i) a Governmental Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assetscompetent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order which (1) is in effect, (2) has the effect of permanently restraining, enjoining or otherwise prohibiting the Closing and (3) is final and non-appealable; or
(f) the Bison Acquisition Agreement shall have been terminated by Purchaser, in its sole discretion pursuant to Section 6.6(a), if the competent Governmental Authority requests any material condition to the granting of the Foreign Investment Approval, such as Purchaser’s undertaking to divest, dispose of, or hold separate any of the businesses or assets of Corlieve or Purchaser and/or any of its termsAffiliates, other than an Acceptable Undertaking; provided, however that, prior to so terminating this Agreement, the Purchaser shall first consult with the Holder Representative regarding such conditions for a period of at least [*].
Appears in 1 contract
1Termination. Prior to the Closing, this This Agreement may be terminatedterminated at any time prior to the Closing only as follows:
(a) by mutual written consent of Purchaser and Merger Sub, on the one hand, and the transactions contemplated hereby abandoned:
8.1.1 by Company, on the mutual written agreement of Buyer and Sellerother hand;
8.1.2 (b) by Purchaser and Merger Sub, providing written notice delivered by either Buyer or Seller to the otherCompany, if the Closing shall Stockholders Consent has not have occurred on or prior been obtained by the Requisite Majority within forty-eight (48) hours of the execution and delivery of this Agreement by Purchaser and Merger Sub;
(c) by Purchaser and Merger Sub, providing written notice to December 31the Company, 2020 (the “End Date”) (other than due to if there has been a breach of any representation the representations and warranties or warranty hereunder covenants and agreements by the Company set forth in this Agreement, which would result in the failure of the Party seeking conditions set forth in Sections 7.3(a) or 7.3(b) to terminate this Agreement or be satisfied (so long as a result Purchaser and Merger Sub are not in material breach of the failure on the part of such Party to comply with or perform any of its covenants, agreements or their respective obligations under this Agreement and other than as a result have provided the Company with written notice of any closing condition in favor its breach and the breach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the non-terminating Party not being satisfied, which closing condition has been waived by date of such notice of breach and (ii) the non-terminating Party)Termination Date; provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 no cure period shall be required for a breach or inaccuracy which by its nature cannot be available cured;
(d) by the Company, providing written notice to any Party whose Purchaser and Merger Sub, if there has been a breach of the representations and warranties or covenants and agreements by Purchaser or Merger Sub set forth in this Agreement, which would result in the failure of the conditions set forth in Sections 7.2(a) or 7.2(b) to perform any be satisfied (so long as the Company is not in material breach of its obligations under this Agreement Agreement, and has been provided Purchaser and Merger Sub with written notice of their breach and the cause ofbreach has continued without cure until the earliest to occur of (i) seven (7) Business Days following the date of such notice of breach and (ii) the Termination Date; provided, however, that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured;
(e) by either Purchaser and Merger Sub, on the one hand, or resulted inthe Company, on the other hand, in the event that (i) any permanent injunction or action by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby becomes final and nonappealable, (ii) any Law makes consummation of the transactions contemplated hereby illegal or otherwise prohibited, or (iii) consummation of the transactions contemplated hereby would violate any nonappealable final Order of any Governmental Authority having competent jurisdiction;
(f) by Purchaser, if (A) within seventy (70) days after the date hereof, or (B) within one hundred (100) days after the date hereof, but only in the case of an Extension as provided for in Section 5.5(b) (the 70th or 100th date, as applicable, the failure “Specified Date”), and in each case of the Closing not to have occurred on or before the End Date (A) and (B) Buyer the condition set forth in Sections 7.1(b) failed to be satisfied (provided, that such termination right shall only be exercisable by Purchaser for a period of ten (10) Business Days (the “Termination Right”) following the applicable Specified Date; provided, that if Purchaser does not exercise its Termination Right under this Section 8.1(f) during such ten (10) Business Day period following the applicable Specified Date, such Termination Right will be terminated and have no further force and effect;
(g) by either Purchaser and Merger Sub, on the one hand, or the Company, on the other hand, if the transactions contemplated hereby have not been consummated within 120 days following the date hereof (the “Termination Date”), provided that if Purchaser does not exercise its Termination Right during the ten (10) Business Day period set forth in Section 8.1(f), the Termination Date shall be automatically extended by an additional 180 days (and such extended date shall be deemed for all purposes hereunder the Termination Date); provided that a party shall not have the right be entitled to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer 8.1(g) if that party’s action or failure to Seller, if (a) there act has been a breach by Seller principal cause of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result resulted in the failure of a condition set forth in Section 6.1.1 the Merger to occur on or Section 6.1.2 that has not been waived by Buyer, before such date and such action or in the case of failure to act constitutes a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its terms.
Appears in 1 contract
Sources: Merger Agreement (ironSource LTD)
1Termination. Prior to the ClosingNotwithstanding any other provision of this Agreement, this Agreement may be terminated, and terminated at any time prior to the transactions contemplated hereby abandonedClosing:
8.1.1 (a) by the mutual written agreement consent of Buyer ▇▇▇▇▇ and the Seller;
8.1.2 (b) by Buyer or Seller, upon written notice delivered by either Buyer or Seller to the otherother party, if the Closing shall transactions contemplated by this Agreement have not have occurred been consummated on or prior to December 31September 15, 2020 2025 or such later date, if any, as Buyer and Seller agree upon in writing (the “End Termination Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency 5.1(b) is not available to any party hereto whose breach of any proceeding brought by Seller for specific performance provision of this AgreementAgreement results in or causes the failure of the transactions contemplated by this Agreement to be consummated by such time as a result of the failure of a condition to the consummation of the transactions contemplated by this Agreement as provided in Article 6 or Article 7, as applicable;
8.1.3 (c) by Buyer or Seller, upon written notice delivered by Buyer to Sellerthe other party, if (a) there a Governmental Entity of competent jurisdiction has been a breach issued an order or any other action permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that order has not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller become final and (ii) the day that is five Business Days prior to the End Datenon-appealable; provided, however, that Buyer may not the right to terminate this Agreement pursuant to this Section 8.1.3 if Buyer 5.1(c) is in not available to any party hereto whose breach of any provision of this Agreement results in or causes such order or other action;
(d) by the Seller if: (i) Buyer has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement and to be complied with by Buyer such breach would result in that the conditions to Closing closing condition set forth in Section 6.2.1 or 6.2.2 Article 7 would not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing satisfied; or (yii) the failure of which to be satisfied is attributable primarily to there exists a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a any representation or warranty of Buyer contained in this Agreement such that the closing condition set forth in Article 7 would not be satisfied, and, in the case of clauses (i) and (ii) of this Section 5.1(d), such breach or failure to perform is not cured within thirty (30) days after ▇▇▇▇▇’s receipt of written notice thereof from the Seller or is incapable of being cured by Buyer by the Termination Date; or
(e) by Buyer if: (i) the Seller or the Company has breached or failed to perform any of their covenants or other agreements contained in this Agreement to be complied with by them such that the closing condition set forth in Article 6 would not be satisfied; or (ii) there shall be exists a breach by Buyer of any covenant, agreement representation or obligation warranty of Buyer the Seller or the Company contained in this Agreement, and Agreement such breach described in clause (i) or clause (ii) would result in that the failure of a closing condition set forth in Section 6.2.1 or Section 6.2.2 and has Article 6 would not been waived by Sellerbe satisfied, or and, in the case of a breach clauses (i) and (ii) of any covenant or agreement (excluding this Section 4.4.55.1(e), such breach or failure to perform is not cured upon within thirty (30) days after the earlier to occur Seller’s receipt of (A) the 30th day after written notice thereof from Buyer or is given incapable of being cured by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (Company or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated Seller by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its termsTermination Date.
Appears in 1 contract
Sources: Equity Purchase Agreement (Quipt Home Medical Corp.)
1Termination. Prior At any time prior to the Closing, this Agreement may be terminated, terminated and the transactions contemplated hereby abandonedFirst Merger abandoned by authorized action taken by the terminating party, whether before or after the Required Stockholder Approval:
8.1.1 (a) by the mutual written agreement consent of Buyer ▇▇▇▇▇▇▇▇▇ and Sellerthe Company;
8.1.2 by written notice delivered (b) by either Buyer Purchaser or Seller to the otherCompany, if the Closing shall not have occurred on or prior to December 31before June 30, 2020 2022 or such other date that Purchaser and the Company may agree upon in writing (the “End Termination Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) the right to terminate this Agreement under this Section 8.1.2 9.1(b) shall not be available to any Party party whose failure to perform any of its obligations under covenant in this Agreement has been the a principal cause of, of or resulted in, in the failure of the Closing not to have occurred occur on or before the End Date Termination Date;
(c) by either Purchaser or the Company, if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Legal Requirement which has become final and (B) Buyer shall not have non-appealable and which is in effect and which has the right to terminate effect of making the First Merger or any other transaction contemplated by this Agreement pursuant to this Section 8.1.2 during illegal or otherwise prohibits the pendency consummation of the First Merger or any proceeding brought other transaction contemplated by Seller for specific performance of this Agreement;
8.1.3 (d) by written notice delivered by Buyer to SellerPurchaser, if (a) there has been a breach by Seller of a representation any representation, warranty, covenant or warranty agreement of Seller contained the Company set forth in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have 8.2(a) or Section 8.2(b) hereof would not be satisfied, and such breach has not been satisfied and remain satisfied cured within fifteen (other than those conditions 15) calendar days after written notice thereof to the Company; provided, however, that no cure period shall be required for a breach which by its nature cannot be cured; or
(Ae) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to Company, if there has been a breach by Buyer of its representationsany representation, warrantieswarranty, covenants covenant or agreements contained agreement of Purchaser, Purchaser, Sub I or Sub II set forth in this Agreement), (ii) Seller has confirmed by notice to Buyer Agreement such that all the conditions set forth in Section 6.2 have been satisfied 8.3(b) or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii8.3(c) the transactions contemplated hereunder shall hereof would not have been consummated within one Business Day after delivery of such noticebe satisfied, and Seller stood readysuch breach has not been cured within fifteen (15) calendar days after written notice thereof to Purchaser; provided, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreementhowever, Seller and Buyer have been informed orally or Seller or Buyer that no cure period shall have been informed in writing be required for a breach which by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to its nature cannot be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its termscured.
Appears in 1 contract
Sources: Merger Agreement (Universal Security Instruments Inc)
1Termination. Prior to the Closing, this This Agreement may be terminated, and the transactions contemplated hereby abandoned:
8.1.1 (a) at any time prior to the Closing Date by the mutual written agreement of Buyer ▇▇▇▇▇ and Seller▇▇▇▇▇▇;
8.1.2 by written notice delivered (b) by either Buyer or Seller to the other, if the Closing shall not have occurred on or prior to December 3120, 2020 2024 (the “End Outside Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) the right to terminate this Agreement under this Section 8.1.2 9.1(b) shall not be available to any Party whose failure to perform fulfill any of its obligations obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred occur on or before such date or who is otherwise in material breach of any representation, warranty, covenant or other agreement contained herein;
(c) by either Buyer or Seller by giving written notice to the End Date other Party if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and (B) Buyer such order, decree, ruling or other Claim shall not be subject to appeal or shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to under this Section 8.1.2 during 9.1(c) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the pendency of any proceeding brought primary cause of, or resulted in, such order, decree or ruling or other action; or
(d) by either Buyer or Seller for specific performance of this Agreement;
8.1.3 by giving written notice delivered by Buyer to Seller, the other Party if (a) there has been a breach by Seller such other Party of a representation any representation, warranty or warranty of Seller covenant contained in this Agreement or and (bi) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure to satisfy one or more of a condition the conditions to Closing of the Party sending such notice (set forth in Section 6.1.1 7.2 or Section 6.1.2 that has not been waived by Buyer7.3, or in the case as applicable) and (ii) such breach, if of a breach character that is capable of any covenant or agreementbeing cured, is not cured upon by the earlier to occur breaching Party within thirty (30) days of (i) the 30th day after its receipt of such written notice thereof is given by from the other Party; provided that (x) Buyer shall not be permitted to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is then in material breach of any of its representations, warranties, covenants or other agreements contained in this Agreement herein and such breach would result in the failure to satisfy one or more of the conditions to the Closing set forth in Section 7.3 and (y) Seller shall not be permitted to terminate this Agreement if Seller are then in material breach of any of their representations, warranties, covenants or other agreements contained herein and such breach would result in the failure to satisfy one or more of the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement)7.2.
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its terms.
Appears in 1 contract
1Termination. Prior At any time prior to the Closing, this Agreement may be terminated, terminated and the transactions contemplated hereby abandoned:
8.1.1 (a) by the mutual written agreement consent of Buyer and Seller;
8.1.2 (b) by written notice delivered by either Buyer Buyer, (i) if Seller shall have breached or Seller failed to the other, if the Closing shall not have occurred on or prior to December 31, 2020 (the “End Date”) (other than due to a breach of perform in any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform material respect any of its covenantsrepresentations, warranties, covenants or other agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such which breach described in clause (a) or (b) failure to perform would result in give rise to the failure of a condition set forth in Section 6.1.1 10.1 or (ii) if all of the conditions set forth in Article X have been satisfied or waived, as applicable, and Seller nevertheless refuses or fails to Close the transactions contemplated in this Agreement; provided, Seller shall first be entitled to ten (10) days’ notice and the opportunity to cure and provided furthermore that Buyer shall not be in breach at such time or (iii) in accordance with Section 6.1.2 that has not been waived 8.3 if a Casualty Loss specified therein occurs;
(c) by BuyerSeller, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is shall have breached or failed to perform in breach any material respect any of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller , which breach or failure to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) perform would result in give rise to the failure of a condition set forth in Section 6.2.1 10.2 or Section 6.2.2 (ii) if all of the conditions set forth in Article X have been satisfied or waived, as applicable, and has not been waived by Seller, Buyer nevertheless refuses or fails to Close the transactions contemplated in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Datethis Agreement; provided, Buyer shall first be entitled to ten (10) days’ notice and the opportunity to cure and provided furthermore that Seller may shall not be in breach at such time;
(d) by either Buyer or Seller, upon Notice to the other Party, if any Governmental Authority having competent jurisdiction has issued a final, non-appealable Order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such injunction shall have become final and non-appealable;
(e) by either Buyer or Seller, upon Notice to the other Party, if the transactions contemplated at the Closing have not been consummated by July 31, 2017, provided that neither Buyer nor Seller shall be entitled to terminate this Agreement pursuant to this Section 8.1.4(a12.1(e) if Seller is in such Person’s breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in has prevented the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure consummation of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition this Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) by either Buyer or Seller, upon Notice to the Bison Acquisition Agreement shall have been terminated pursuant other Party, if the sum of all Defect Amounts (as defined in Exhibit A) validly asserted in any Defect Notice (as defined in Exhibit A) less the sum of all Title Benefit Amounts (as defined in Exhibit A) validly claimed by Seller under Exhibit A is equal to its termsor greater than twenty percent (20%) of the Base Purchase Price.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sanchez Midstream Partners LP)
1Termination. Prior This Agreement may be terminated at any time on or prior to the Closing, this Agreement may be terminated, and the transactions contemplated hereby abandoned:
8.1.1 by (a) By the mutual written agreement of Buyer Seller and SellerBuyer;
8.1.2 (b) Either Seller or Buyer, by written notice delivered by either Buyer or Seller to the othernotice, may terminate this Agreement if the Closing shall not have occurred on or prior to December 31, 2020 before the first anniversary of the date hereof (the “End Termination Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to a party may not terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B12.1(b) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained such party is at such time in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the case of a material breach of any covenant or agreementagreement contained in this Agreement;
(c) By Seller or Buyer, is not cured upon if any court of competent jurisdiction or other Governmental Authority shall have issued a final and non-appealable order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the earlier to occur consummation of the transactions contemplated hereby;
(d) By Buyer if (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller , which would give rise to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 10.2(a) or Section 6.2.2 (b) and which cannot be or has not been waived by Seller, or in the case of a breach of any covenant or agreement cured within thirty (excluding Section 4.4.5), is not cured upon the earlier to occur of (A30) the 30th day after days following written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Date; provided, that Seller may not terminate this Agreement pursuant to this Section 8.1.4(a) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (yii) the failure of which to be satisfied is attributable primarily to Seller has had a breach by Material Adverse Effect; and
(e) By Seller if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all , which would give rise to the failure of the conditions a condition set forth in Section 6.1 have 10.3(a) and which cannot be or has not been satisfied and remain satisfied cured within thirty (other than those conditions that (A30) days following written notice thereof by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions set forth in Section 6.2 have been satisfied or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its termsSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement
1Termination. Prior This Agreement may be terminated at any time prior to the Closing, this Agreement may be terminated, and the transactions contemplated hereby abandoned:
8.1.1 (a) by the mutual written agreement consent of the Buyer and the Seller;
8.1.2 (b) by written notice delivered by either the Buyer or Seller to in writing, without liability of the otherBuyer on account of such termination, if the Closing shall not have occurred on or prior to December 31, 2020 before the date that is sixty (60) days after the date hereof (the “End Outside Date”) (other than due to a breach of any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, extent that on the failure date that is 60 days after the date hereof all of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition conditions set forth in Section 6.1.1 8.3 have been satisfied or Section 6.1.2 that has not been waived by Buyerwaived, or in other than the case of a breach of any covenant or agreement, is not cured upon conditions with respect to actions the earlier Parties are required to occur of (i) take at the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End DateClosing itself as provided herein; provided, however, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 11.1(b) if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in was the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) primary cause of the failure of which the Closing to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants have occurred on or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in the failure of a condition set forth in Section 6.2.1 or Section 6.2.2 and has not been waived by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (A) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day that is five Business Days prior to the End Outside Date;
(c) by the Seller in writing, without liability of the Seller or the Seller on account of such termination, if the Closing has not occurred on or before the Outside Date; provided; however, that the Seller may not terminate this Agreement pursuant to this Section 8.1.4(a11.1(c) if the Seller is or the Company are or were in breach of this Agreement, which breach was the primary cause of the failure of the Closing to have occurred on or prior to the Outside Date;
(d) by Buyer in writing, if (i) Buyer, on the date of termination, is not in material breach of any of its representations, warrantiesrepresentations or warranties and has not failed to perform in all material respects its obligations, covenants or agreements contained under this Agreement and (ii) (A) there is a breach or inaccuracy in any of the representations and warranties in Article III or Article IV of this Agreement and such breach or inaccuracy (1) would result in the failure of a condition precedent set forth in Section 8.1 or Section 8.2 to be satisfied and (2) is incapable of being cured or has not been cured within thirty (30) days after receipt by the Seller of written notice from the Buyer of the occurrence of such breach or inaccuracy, and (3) such breach or inaccuracy has not been waived in writing by Buyer or (B) Seller, or the Company Entities shall have failed to perform any obligation, covenant or agreement under this Agreement required to be performed by any such party prior to the Closing and such failure (1) would result in the failure of a condition precedent set forth in Section 8.1 or Section 8.2 to be satisfied, (2) is incapable of being cured or has not been cured within thirty (30) days after receipt by the Seller of written notice from the Buyer of the occurrence of such failure and (3) such failure has not been waived in writing by Buyer;
(e) by Seller in writing, if (i) Seller, on the date of termination, is not in material breach of any of its representations or warranties and has not failed to perform in all material respects its obligations, covenants or agreements under this Agreement and (ii) (A) there is a breach or inaccuracy in any of the representations and warranties of Buyer set forth in this Agreement and such breach or inaccuracy (1) would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions condition precedent set forth in Section 6.1 have been satisfied and remain satisfied (other than those conditions that (A) by their terms are 8.1 or Section 8.3 to be satisfied at and (2) is incapable of being cured or has not been cured within thirty (30) days after receipt by the Closing Buyer of written notice from the Seller of the occurrence of such breach or inaccuracy, and (3) such breach or inaccuracy has not been waived in writing by Seller or (B) Buyer shall have failed to perform any obligation, covenant or agreement under this Agreement required to be performed by Buyer prior to the Closing and such failure (1) would result in the failure of which to be satisfied is attributable primarily to a breach by Buyer of its representations, warranties, covenants or agreements contained in this Agreement), (ii) Seller has confirmed by notice to Buyer that all conditions condition precedent set forth in Section 6.2 have been satisfied 8.1 or that it is willing to waive any unsatisfied conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer shall have been informed in writing by any applicable Competition Authority (or the staff thereof) that this Agreement or the Ancillary Agreements are determined by any applicable Competition Authority (or the staff thereof) 8.3 to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
satisfied, (d2) Buyer is incapable of being cured or has not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror of the Purchased Assets;
(e) if any applicable Competition Authority (including the staff thereof) informs Seller or Buyer that such Competition Authority (including the staff thereof) will require the transfer to Buyer of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement shall have been terminated pursuant to its terms.cured within thirty
Appears in 1 contract
Sources: Stock Purchase Agreement (Advanced Energy Industries Inc)
1Termination. Prior Notwithstanding anything to the Closingcontrary in this Agreement, this Agreement may be terminated, terminated and the Transaction and the other transactions contemplated hereby abandonedby this Agreement abandoned at any time prior to the Closing:
8.1.1 (a) by the mutual written agreement consent of Buyer Seller and Sellerthe Purchasers;
8.1.2 (b) by written notice delivered by either Buyer or Seller to the otherSeller, if the Closing Purchasers shall not have occurred on or prior to December 31, 2020 (the “End Date”) (other than due to a breach of materially breached any representation or warranty hereunder of the Party seeking to terminate this Agreement or as a result of the failure on the part of such Party to comply with or perform any of its covenants, agreements or obligations under this Agreement and other than as a result of any closing condition in favor of the non-terminating Party not being satisfied, which closing condition has been waived by the non-terminating Party); provided, however, that (A) right to terminate this Agreement under this Section 8.1.2 shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing not to have occurred on or before the End Date and (B) Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1.2 during the pendency of any proceeding brought by Seller for specific performance of this Agreement;
8.1.3 by written notice delivered by Buyer to Seller, if (a) there has been a breach by Seller of a representation or warranty of Seller contained in this Agreement or (b) there shall be a breach by Seller of any covenant, agreement or obligation of Seller in this Agreement, and such breach described in clause (a) or (b) would result in the failure of a condition set forth in Section 6.1.1 or Section 6.1.2 that has not been waived by Buyer, or in the case of a breach of any covenant or agreement, is not cured upon the earlier to occur of (i) the 30th day after written notice thereof is given by Buyer to Seller and (ii) the day that is five Business Days prior to the End Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 8.1.3 if Buyer is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in Section 6.2.1 or 6.2.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Seller of its representations, warranties, covenants or agreements contained in this Agreement).
8.1.4 by written notice delivered by Seller to Buyer, if
(a) (i) there has been a breach by Buyer of a representation or warranty of Buyer contained in this Agreement or (ii) there shall be a breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and such breach described in clause (i) or clause (ii) would result in give rise to the failure of a condition set forth in Section 6.2.1 8.3(a) or Section 6.2.2 8.3(b) and has not been waived cured by Seller, or in the case of a breach of any covenant or agreement (excluding Section 4.4.5), is not cured upon the earlier to occur of (Ai) the 30th day after written notice thereof is given by Seller to Buyer and (B) the day date that is five Business Days prior to thirty (30) days after the End Date; provided, date that Seller may not has notified the Purchasers of such breach stating Seller’s intention to terminate this Agreement pursuant to this Section 8.1.4(a9.1(b) and the basis for such termination and (ii) the Outside Date; provided that Seller shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if Seller is in breach of its representations, warranties, covenants or agreements contained in this Agreement and such breach would result in the conditions to Closing set forth in 6.1.1 or Section 6.1.2 not being satisfied (other than those conditions that (x) by their terms are to be satisfied at the Closing or (y) the failure of which to be satisfied is attributable primarily to a breach by Buyer has breached any of its representations, warranties, covenants or agreements contained in this Agreement);
(i) all of the conditions , in each case, such that any condition set forth in Section 6.1 have been satisfied and remain satisfied 8.2(a) or Section 8.2(b) would not be satisfied;
(other than those conditions that (Ac) by their terms are to be satisfied at the Closing or (B) the failure of which to be satisfied is attributable primarily to a breach by Buyer Purchasers, if Seller shall have materially breached any of its representations, warranties, covenants or agreements contained in this Agreement), and such breach would give rise to the failure of a condition set forth in Section 8.2(a) or Section 8.2(b) and has not been cured by the earlier of (i) the date that is thirty (30) days after the date that the Purchasers have notified Seller of such breach stating the Purchasers’ intention to terminate this Agreement pursuant to this Section 9.1(c) and the basis for such termination and (ii) the Outside Date; provided that the Purchasers shall not be permitted to terminate this Agreement pursuant to this Section 9.1(c) if the Purchasers have breached any of its representations, warranties, covenants or agreements contained in this Agreement, in each case such that any condition set forth in Section 8.3(a) or Section 8.3(b) would not be satisfied;
(d) by Seller has confirmed or by notice the Purchasers, subject to Buyer Section 11.7, if the Closing shall not have occurred on or prior to 11:59 p.m. (New York City time) on January 28, 2025 (the “Outside Date”); provided that if all of the conditions set forth in Article VIII, other than the conditions set forth in Section 6.2 8.1(a) or Section 8.1(b) (solely if the Law or Judgment relates to any Regulatory Laws), shall have been satisfied or waived or shall be capable of being satisfied on such date if Closing were to take place on such date, then the Outside Date shall automatically be extended to 11:59 p.m. (New York City time) on April 28, 2025, which date shall thereafter be deemed to be the Outside Date; provided, that, the Purchasers and Seller shall amend the Outside Date to a date no earlier than July 28, 2025 if the Purchasers are able to obtain the extension under the Commitment Letter pursuant to Section 5.7(a)(y); provided, further, that it is willing to waive any unsatisfied (x) if all of the conditions set forth in Section 6.2 and (iii) the transactions contemplated hereunder shall not have been consummated within one Business Day after delivery of such notice, and Seller stood ready, willing and able to consummate the transactions contemplated hereunder during such period;
(c) subject to the Parties’ rights and obligations under this Agreement, Seller and Buyer have been informed orally or Seller or Buyer Article VIII shall have been informed in writing by any applicable Competition Authority satisfied or waived (or in the staff thereofcase of conditions that by their nature are to be satisfied at the Closing, are then capable of being satisfied if the Closing were to take place on such date) on a date that occurs on or prior to the Outside Date but (y) the Closing would thereafter occur in accordance with Section 2.3 on a date (the “Specified Date”) that occurs after such Outside Date, then the Outside Date shall automatically be extended to such Specified Date (which, for the avoidance of doubt, will not be greater than four (4) Business Days after Closing pursuant to Section 2.3) and the Specified Date shall become the Outside Date for purposes of this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 9.1(d) shall not be available to any Party whose failure to perform any covenant or agreement under this Agreement has been the Ancillary Agreements are determined by any applicable Competition Authority (primary cause of, or resulted in, the staff thereof) to be an inadequate remedy under any Competition Law with respect to the transactions contemplated by the Bison Acquisition Agreement;
(d) Buyer is not approved as an acceptable purchaser by any applicable Competition Authority or the staff of any applicable Competition Authority informs both Seller and Buyer orally or informs Seller or Buyer in writing that the staff of such Competition Authority will not recommend approval of Buyer as an acquiror failure of the Purchased Assets;Closing to occur on or before such date; or
(e) if any applicable Competition Authority (including the staff thereof) informs by Seller or Buyer that such Competition Authority (including by the staff thereof) will require the transfer to Buyer Purchasers, if a Judgment issued by a Governmental Entity of any material asset other than those that are Purchased Assets; or
(f) the Bison Acquisition Agreement competent jurisdiction shall have been terminated become final and nonappealable, permanently enjoining or otherwise permanently preventing the consummation of the Transaction; provided that the right to terminate this Agreement pursuant to its termsthis Section 9.1(e) shall not be available to any Party whose failure to perform any covenant or agreement under this Agreement has been the primary cause of, or resulted in, the issuance of such Judgment.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Phibro Animal Health Corp)