Common use of By Parent Clause in Contracts

By Parent. (i) if a Partnership Adverse Recommendation Change shall have occurred; (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(b) or Section 6.3(a); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and (B) is incapable of being cured, or is not cured, by the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable.

By Parent. (i) if a Partnership Adverse Recommendation Change shall have occurred; (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(b) or Section 6.3(a); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (other than with respect to a breach of Section 5.2 or Section 5.3(b), as to which Section 7.1(c)(ii)(D) will apply), or if any representation or warranty of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement Company shall fail to be true)have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would (if it occurred or was continuing as of the Closing Date) give rise to result in the failure of a condition any of the conditions set forth in Section 7.2(a) 6.1 or Section 7.2(b) 6.2 and (B) is incapable of being cured, cannot be or is has not cured, been cured by the Partnership or the Partnership GP within the earlier of (x1) 30 the Outside Date and (2) thirty days following receipt after the giving of written notice from Parent to the Company of such breach or failure or (y) the Outside Datefailure; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iii7.1(c)(i) if Parent, Parent or Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained set forth in this Agreement such that Section 6.3(a) or Section 6.3(b) would not be satisfied; or (ii) if (A) an Adverse Recommendation Change shall have occurred, (B) the Support AgreementCompany shall, as applicable.within ten Business Days of a tender or exchange offer relating to an Acquisition Proposal (whether or not a Superior Proposal) having been commenced, fail to publicly recommend against such tender or exchange offer, (C) the Company shall have failed to publicly reaffirm its recommendation of the Merger after any Acquisition Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders, within ten Business Days after a written request to do so by Parent, or (D) the Company shall have materially breached Section 5.2 or Section 5.3(b) or failed to perform any of its obligations set forth in Section 5.2 or Section 5.3(b) in any material respect;

By Parent. (i) if a Partnership Adverse Recommendation Change (x) the Company Board shall have occurred;failed to recommend or withdrawn, or modified or changed in a manner adverse to Parent its approval or recommendation of this Agreement or the Merger or shall have recommended a Superior Proposal or (y) Company shall have entered into a definitive agreement providing for a Superior Proposal with a person other than Parent or its Subsidiaries (or the Company Board resolves to do any of the foregoing); or (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful upon a breach of its obligations pursuant to the first two sentences any representation, warranty, covenant or agreement of Section 6.1(b) Company, or Section 6.3(a); providedif any representation or warranty of Company shall become untrue, however, that Parent in either case which breach or misrepresentation or warranty shall not have been cured within a reasonable period of time following written notice from Parent such that the conditions set forth in Section 6.02(a) would be incapable of being satisfied by the End Date (a "Company Breach"). The party desiring to terminate this Agreement pursuant to clauses (b), (c), (d) or (e) of this Section 7.01 shall give written notice of such termination to the other party in accordance with Section 8.02, specifying the provision hereof pursuant to which such termination is effected. Notwithstanding anything else contained in this Agreement, (A) the right to terminate this Agreement pursuant to under this Section 8.1(c)(ii7.01 shall not be available to any party whose failure to fulfill its obligations or to comply with its covenants under this Agreement in all material respects has been the cause of, or resulted in, the failure to satisfy any condition to the obligations of either party hereunder, and (B) if Parent, Merger Sub or VTDC no party that is then in material breach of its obligations hereunder shall be entitled to any payment of its representations, warranties, covenants or agreements contained in this Agreement or any amount from the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and (B) is incapable of being cured, or is not cured, by the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement other party pursuant to this Section 8.1(c)(iii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable7.03(b).

By Parent. (i) if a Partnership Adverse Recommendation Change shall have occurred; (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(b) or Section 6.3(a); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii1) if the Partnership or the Partnership GP Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (other than with respect to a breach of Section 5.2 or if any of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement shall fail Section 5.3, as to be truewhich Section 7.1(c)(2) will apply), which breach or failure to perform, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would (if it occurred or was continuing as of the Closing Date) give rise to result in the failure of a condition any of the conditions set forth in Section 7.2(a6.2(a) or Section 7.2(b6.2(c) and (B) is incapable of being cured, cannot be or is has not cured, been cured by the Partnership or the Partnership GP within the earlier of (x1) 30 the Outside Date and (2) thirty days following receipt after the giving of written notice from Parent to the Company of such breach or failure or (y) the Outside Datefailure; provided, however, provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iii7.1(c)(1) if Parent, Parent or Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained set forth in this Agreement Agreement; (2) if (A) the Company Board or any committee thereof shall have effected an Adverse Recommendation Change; (B) the Support AgreementCompany shall have materially breached any of its obligations under Section 5.2 or Section 5.3; (C) at any time following receipt of an Acquisition Proposal, the Company Board shall have failed to reaffirm its approval or recommendation of the Merger as applicable.promptly as practicable (but in any event prior to the earlier of (x) within three (3) Business Days after receipt of any written request to do so from Parent and (y) the date of the Company Stockholders Meeting); or (D) a tender offer or exchange offer for the Shares shall have been publicly disclosed (other than by Parent or an Affiliate of Parent) and, prior to the earlier of (x) the date prior to the date of the Company Stockholder Meeting and (y) eleven Business Days after the commencement of such tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the Company Board fails to recommend unequivocally against acceptance of such offer; or

By Parent. (i) if a Partnership Adverse Recommendation Change the Company shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A)(x) if the Offer Termination shall not have occurred, and if such breach or failure were occurring or continuing at the Offer Closing, would give rise to the failure of an Offer Condition or (y) if the Offer Termination shall have occurred; , and if such breach or failure were occurring or continuing at the Closing, would give rise to the failure of a condition set forth in Section 7.2 and (iiB) if has not been cured by the Walk-Away Date; provided that Parent shall have given the Company written notice at least four (4) Business Days prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations such termination stating Parent’s intention to terminate this Agreement pursuant to this Section 8.1(c)(i) and the first two sentences of Section 6.1(b) or Section 6.3(a)basis for such termination; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii8.1(c)(i) if Parent, (x) Parent or Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (y) if the Support Agreement, as applicable; orOffer Closing shall have occurred; (ii) if a Company Adverse Recommendation Change shall have occurred; (iii) if the Partnership or the Partnership GP Company shall have breached or failed to perform any of its representationsobligations under Section 6.3, warranties, covenants or agreements set forth in this Agreement (or if any other than deminimis breaches of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Company’s notification obligations under Section 7.2(a6.3(a)(iii) or Section 7.2(b) and 6.3(f)(iii); or (B) is incapable of being cured, or is not cured, by the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iiiiv) if Parentthere shall have been, Merger Sub individually or VTDC is then in material breach of any of its representationsthe aggregate, warranties, covenants or agreements contained in this Agreement or a Material Adverse Effect on the Support Agreement, as applicable.Company; or

By Parent. (i) if a Partnership Adverse Recommendation Change (x) the Company Board shall have occurredwithdrawn, or modified or changed in a manner adverse to Parent, its approval or recommendation of this Agreement and the Merger or shall have recommended a Superior Proposal with a person other than Parent or its Subsidiaries, (y) Company shall have entered into a definitive agreement providing for a Superior Proposal with a person other than Parent or its Subsidiaries or (z) the Company Board shall have resolved to do any of the foregoing; (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful upon a breach of its obligations pursuant to the first two sentences any representation, warranty, covenant or agreement of Section 6.1(b) Company, or Section 6.3(a); providedif any representation or warranty of Company shall become untrue, however, that Parent in either case which breach or misrepresentation or warranty shall not have been cured within a reasonable period of time following written notice from Parent such that the right conditions set forth in Section 6.2(a) and 6.2(b) would be incapable of being satisfied by the End Date; or (iii) upon a knowing, willful and material breach by any member of the Company Board or any of Company's financial or legal advisors of the provisions of Section 5.4, if such breach shall not have been cured within a reasonable period of time following written notice from Parent. The party desiring to terminate this Agreement pursuant to clauses (b), (c), (d) or (e) of this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach 7.1 shall give written notice of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise such termination to the failure of a condition set forth other party in accordance with Section 7.2(a) or Section 7.2(b) and (B) is incapable of being cured8.1, or is not cured, by specifying the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside Date; provided, however, that Parent shall not have the right to terminate this Agreement provision hereof pursuant to this Section 8.1(c)(iii) if Parent, Merger Sub or VTDC which such termination is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicableeffected.

By Parent. (i) if a Partnership Adverse Recommendation Change any of the Company’s covenants, representations or warranties contained in this Agreement shall be or have occurred; become untrue, such that the condition set forth in Section 7.02(a) (ii) if prior to the Written Consent being delivered Representations and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(bWarranties) or Section 6.3(a); 7.02(b) (Covenants) would not be satisfied, and such breach is (A) is incapable of being cured by the Company by or before the End Date or (B) is not cured within forty five (45) days of receipt by the Company of written notice of such breach describing in reasonable detail such breach, provided, however, that that, Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii8.01(b)(i) if any of Parent, Merger Sub I or VTDC Merger Sub II is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements contained in this Agreement or the Support Agreement, as applicableobligation hereunder; or (iiiii) if the Partnership or the Partnership GP shall have breached or failed Company makes a Company Adverse Recommendation Change (provided that, any written notice, including pursuant to perform any of its representationsSection 6.04(b), warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the Partnership or the Partnership GP set forth Company’s intention to make a Company Adverse Recommendation Change in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure advance of a condition set forth in Section 7.2(a) or Section 7.2(b) and (B) is incapable of being cured, or is not cured, by the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside Date; provided, however, that Parent Company Adverse Recommendation Change shall not have the right to terminate this Agreement result in Parent having any termination rights pursuant to this Section 8.1(c)(iii8.01(b)(ii) if Parentunless such written notice otherwise constitutes a Company Adverse Recommendation Change; provided further, Merger Sub or VTDC is then that Parent must deliver written notice of such termination within ten (10) Business Days of such Company Adverse Recommendation Change giving rise to such termination right in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable.order for such termination to take effect);

By Parent. (i) if if, prior to the receipt of the Company Stockholder Approval, (A) the Company Board (or any committee thereof) shall have effected a Partnership Company Adverse Recommendation Change (it being agreed that any written notice to Parent of the Company’s intention to make a Company Adverse Recommendation Change prior to effecting such Company Adverse Recommendation Change in accordance with Section 6.2 shall not result in Parent having a termination right pursuant to this Section 8.1.3(i)), (B) the Company shall have occurred;Deliberately violated or breached in any material respect Section 6.2, or (C) the Company shall have Deliberately violated or breached Section 6.16 in a manner that has a material adverse impact on the timing of, or the ability to obtain, the Company Stockholder Approval; or (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(b) or Section 6.3(a); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement (or if any representation or warranty of the representations or warranties of the Partnership or the Partnership GP set forth Company contained in this Agreement shall fail not be true and correct, which breach, failure to perform or failure to be true), which breach or failure true and correct (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition one of the conditions set forth in Section 7.2(a) 7.2.1 or Section 7.2(b) 7.2.2 to be satisfied and (B) is incapable of being curedcured or has not been cured by the Company within 30 calendar days after written notice has been given by Parent to the Company of such breach, failure to perform or is not curedfailure to be true and correct (or, if earlier, by the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside End Date); provided, however, that Parent shall may not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iii8.1.3(ii) if Parentif, at the time such termination would otherwise take effect in accordance with the foregoing, Parent or Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable.; or

By Parent. (i) if if, prior to the receipt of the Company Stockholder Approval, (A) the Company Board (or any committee thereof) shall have effected a Partnership Company Adverse Recommendation Change (it being agreed that any written notice to Parent of the Company’s intention to make a Company Adverse Recommendation Change prior to effecting such Company Adverse Recommendation Change in accordance with Section 6.2 shall not result in Parent having a termination right pursuant to this Section 8.1.3(i)), (B) the Company shall have occurred;Deliberately violated or breached in any material respect Section ‎6.2, or (C) the Company shall have Deliberately violated or breached Section 6.16 in a manner that has a material adverse impact on the timing of, or the ability to obtain, the Company Stockholder Approval; or (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(b) or Section 6.3(a); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement (or if any representation or warranty of the representations or warranties of the Partnership or the Partnership GP set forth Company contained in this Agreement shall fail not be true and correct, which breach, failure to perform or failure to be true), which breach or failure true and correct (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition one of the conditions set forth in Section 7.2(a) ‎7.2.1 or Section 7.2(b) ‎7.2.2 to be satisfied and (B) is incapable of being curedcured or has not been cured by the Company within 30 calendar days after written notice has been given by Parent to the Company of such breach, failure to perform or is not curedfailure to be true and correct (or, if earlier, by the Partnership or the Partnership GP within the earlier of (x) 30 days following receipt of written notice from Parent of such breach or failure or (y) the Outside End Date); provided, however, that Parent shall may not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iii‎8.1.3(ii) if Parentif, at the time such termination would otherwise take effect in accordance with the foregoing, Parent or Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable.; or

By Parent. (i) if a Partnership Adverse Recommendation Change shall have occurred; (ii) if prior to the Written Consent being delivered and becoming effective, the Partnership is in willful breach of its obligations pursuant to the first two sentences of Section 6.1(b) or Section 6.3(a); provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(ii) if Parent, Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Support Agreement, as applicable; or (iii) if the Partnership or the Partnership GP Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (other than with respect to a breach of Section 5.2(a) or Section 5.3(b), as to which Section 7.1(c)(ii)(B) will apply), or if any representation or warranty of the representations or warranties of the Partnership or the Partnership GP set forth in this Agreement Company shall fail to be true)have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would (if it occurred or was continuing as of the Closing Date) give rise to result in the failure of a condition any of the conditions set forth in Section 7.2(a) 6.1 or Section 7.2(b) 6.2 and (B) is incapable of being cured, cannot be or is has not cured, been cured by the Partnership or the Partnership GP within the earlier of (x1) the Outside Date and (2) 30 days following receipt after the giving of written notice from Parent to the Company of such breach or failure or (y) the Outside Datefailure; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(c)(iii7.1(c)(i) if Parent, Parent or Merger Sub or VTDC is then in material breach of any of its representations, warranties, covenants or agreements contained set forth in this Agreement such that the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied; (ii) if (A) a Company Adverse Recommendation Change shall have occurred or (B) the Support Company shall have materially breached or failed to perform any of its obligations set forth in Section 5.2(a) or Section 5.3(b); or (iii) if at any time before the Parent Shareholder Approval is obtained, in order to accept a Parent Superior Proposal (A) Parent shall have simultaneously with the termination of this Agreement entered into an Alternative Acquisition Agreement with respect to a Parent Superior Proposal, (B) the Parent Board has complied, in all non-de minimis respects, with its obligations under Section 5.2(b) in respect of such Parent Superior Proposal (including the notice provisions thereof), and (C) Parent has paid, prior to or simultaneously with the termination of this Agreement, as applicablethe Parent Termination Fee due under Section 7.3(c) that is payable if this Agreement is terminated pursuant to this Section 7.1(c)(iii).