Termination; Acceptance Clause Samples

Termination; Acceptance. Our commitments hereunder and our agreements to provide the services described herein will terminate upon the earlier to occur of (i) the consummation of the Acquisition, (ii) the Termination Date (under and as defined in the Acquisition Agreement), (iii) November 1, 2014, and (iv) written notice by you to terminate this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. Those matters that are not covered or made clear in this Commitment Letter are subject to mutual agreement of the parties. No person has been authorized by Barclays to make any oral or written statements that are inconsistent with this Commitment Letter. Please confirm that the foregoing is in accordance with your understanding by signing and returning to Barclays the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before the close of business on April 16, 2014, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. [The remainder of this page is intentionally left blank.] We look forward to working with you on this assignment. Very truly yours, By: __________________________ Name: Title: By: ______________________________ Name: Title:

Termination; Acceptance. This Letter, the Lead Arrangers’ commitments hereunder and the Finance Parties’ agreements to provide the services described herein and all other rights and obligations of the parties to this Letter will terminate upon the first to occur of (i) receipt by the Finance Parties of written notice of termination from you, (ii) the consummation of the Acquisition without the use of the Bridge Facility and (iii) 5:00 p.m. (New York City time) on the date that is 9 months from the date hereof, unless in each case the closing of the Bridge Facility has been consummated on or before such date on the terms and subject to the conditions set forth herein and in the Term Sheet. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Letter, together, if not previously executed and delivered, with the Fee Letters on or before 11:59 p.m. (New York City time) on November 6, 2014, whereupon this Letter and the Fee Letters will become binding agreements between you and us. If not signed and returned as described in the preceding sentence by such time and date, this offer will terminate on such date. Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this Letter. Very truly yours, ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director JPMORGAN CHASE BANK, N.A. By: /s/ Krys Szrenski Name: Krys Szrenski Title: Vice President [Signature Page to Perrigo Bridge Commitment Letter] BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ Title: Managing Director [Signature Page to Perrigo Bridge Commitment Letter] Accepted and agreed as of the date first written above by: ▇▇▇▇▇▇▇ COMPANY PLC By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer [Signature Page to Perrigo Bridge Commitment Letter] Transactions: ▇▇▇▇▇▇▇ Company PLC, a public limited company organized under the laws of Ireland (the “Company”) intends to acquire (the “Acquisition”) pursuant to the Agreement For the Sale and Purchase of 685,348,257 Shares of Omega Pharma Invest NV (“Target”), among the Company, as Purchaser, and Alychlo NV, a limited liability company incorporated under the laws of Belgium, and Holdco I BE NV, a limited liability company incorporated under the laws of Belgium, as Sellers, dated November 6, 2014 (including any schedules, exhibits, annexes, appendices or other attachments thereto, th...

Termination; Acceptance. Our commitments hereunder and our agreements to provide the services described herein will automatically (and without further action) terminate upon the first to occur of (such first date, the “Termination Date”) (i) the consummation of the Acquisition (together with any funding of the Facilities to the extent required hereunder), (ii) your written notice to us of your abandonment or termination of the definitive documentation for the Acquisition, including the Acquisition Agreement, (iii) your written notice to us of your election to terminate the commitments for all of the Facilities, our agreements to provide the services described herein, and your obligations described herein and (iv) 5:00 p.m. New York City time on November 4, 2015 (or, if all conditions precedent to consummation of the Acquisition pursuant to the Acquisition Agreement have been satisfied other than the receipt of regulatory approvals, 5:00 p.m. New York City time on February 4, 2016) unless the Closing Date has occurred on or before such date on the terms and subject to the conditions set forth herein. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter set forth the entire understanding of the parties with respect to the Facilities and supersede any prior written or oral agreements among the parties hereto with respect to the Facilities. Those matters that are not covered in this Commitment Letter or in the Fee Letter are subject to mutual agreement of the parties. This Commitment Letter is in addition to the agreements of the parties set forth in the Fee Letter. No person has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter and the Fee Letter. Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Lette...